Analysis On The Internal Contract Agreement Of Limited Liability Company

The topic for this paper is analysis on the internal contracts of a limited liability company.The internal contracts of a limited liability company is the attempt with Chinese characteristics which made by mmercial organizations in China under the influence of the traditional combination of circumstances. It is consistent with the spirit of the positive role of business. And it is performance of the part autonomy in the areas of corporate governance. However, disputes continue to emerge in recent years, there is no uniform law to be clearly defined the effectiveness of this type of contract and the admissibility of such disputes. The courts around the country which accepted the practice or not has been mixed. In view of this, the paper begins with generate evolution company's contract in China. It is comprehensive comparative analysis using company law and civil law theory. It is concluded that the internal contracts are effectiveness and a reasonable construction of the system. It suggests that it must be judicial interpreted and standardize by the Supreme People's Court.The first part of the paper is an introduction on the internal contracts of a limited liability company.It is political product to solve problems under conditions of endemic born from the rural land contracting production along business model. Exotic nature of the company system and the mandatory provisions of company become company's worries during development. But the company contracts make it reality. The internal contracts of a limited liability company solves the problem of agency cost perfectly. And the contradiction between the security needs of business owners and company's own needs has been harmonize greatly. That is the real reason why people choose contracting limited liability company in practice. For company as a party contracting with the internal functions of the departments, branches, or between individual workers to achiev certain economic objectives, contracting company charged relatively fixed investment income to reach a clear agreement on rights and obligations of both parties of the limited liability company contract.The second part is a limited liability company the effectiveness of the contract. A lot of limited liability company take the ways within the contract, the company's management rights give to the contractor that has sparked internal controversy over the effectiveness of the contract. The internal contracts of a limited liability company as if a challenge to traditional corporate, it was resisted by China's company law. For its effectiveness has always been controversial, the key is the formation of three schools: invalid , valid or either of them.It gradually phases out to certify the self-concept and the public authority's from contractual relationship within the company. When company law amendments in 2005, it consciously get rid of the impact of the planned economic system and weaken the administration colors. And it greatly strengthens the company's right to self-government and streamlins the various aspects of the mandatory requirements. Embody the spirit of autonomy for the shareholders, it expressly permitted limited liability company to divide the shareholders. Based on corporate autonomy, self-constitution theory, the existing company law amendment and explain the spirit of contract law. The contract can be determined effectively as long as the content of the contract does not violate laws, administrative regulations and mandatory provisions.The third part is a limited liability company suability contract.Contract in the performance of the process of internal disputes and contradictions are endless. Parties to the contract in case of compromise each other, often choose to bring a civil action to the court, the Court faced a major problem: the dispute whether civil courts if the scope of the legislation can not find a clear answer.Since the adjustment of civil law, legal persons and other organizations have been treated equally as a civil subject natural persons. In the world of civil law we can see only the main character of abstract equality through civil law, the main character loses the specific legal meaning. The legal status of equality is the main internal demand autonomy, autonomy is the fundamental social relations of civil law principles, and it is also the Civil Service on civil society and the fundamental mechanism of market economy. Freedom of contract as a legal theory, it was built on a fundamental basis to judge each other and it doesn't impose its will on the ability or power. Therefore, each person involved his own legal relations, it has full freedom to choose and be able to own a legal relationship will, take it that the parties to the contract between the status equally. Court discriminate the contract disputes within the company. Given there is no clear uniform standard of justice, I propose the Supreme Court judicial interpretation of the issue to be in the form of a temporary standard as: "On the implementation of corporate responsibility within the contract dispute involving contract rights under the labor contract shall be obligations arising from the dispute, the dispute shall be deemed to belong to the labor dispute, labor dispute arbitration committee shall accept, on the arbitration award may appeal to the people's court proceedings; not a labor dispute involving the scope of the dispute (such as contract terms, lease base etc.), it should apply to the adjustment of contract law, courts should be admissible. " When conditions are ripe, it will be soved in the form of legislaton by the National People's Congress.In short, only a limited liability company will be incorporated into the contract rule of law and it is bound by law to guide it. The internal conditions for the contract to play its own role. The law fully practice the adjustment of social relations and serve the community responsibility.