Study Of One-man Company Shareholder Responsibility

The phenomena that the de facto one-person companies that abound in our society determines the necessity and urgency of the research of one-person company. In China, formal legislation about one-person company is still in blank. For one-person company legislation, the most important thing is the form of shareholder' s liability, which directly relates to the effect of legislation. This paper makes efforts through the discussion of one-person company and its shareholder' s liability to seek for a model of shareholder' s liability of one-person company.This paper consists of four parts. The first part makes a general description of the concept, categories, origin, development, character of one-person company as well as its comparison with sole proprietorship. Meanwhile, this part adresses the necessity of law-making for one-person company in combination with the present situation of company legislation in our country. Through an all-around introduction about one-person company it is established that this paper is focused on the one-person company by form because this is just the subject of legislation research. The necessity of the legislation of one-person company mainly comes from the actual demands in social and economic life.Beginning with the introduction of the principle of limited liability as well as its advantages and disadvantages, the second part of this paper analyzes the rationality for company creditor to assume some risk under principle of limited liability, therefore it is demonstrated that it is feasible and reasonable to establish a one-person company' s liability model based and focused on the principle of limited liability. This part then gives analysis and discussion about the liability of one-person company' s shareholder compared to the concept of controlling shareholder' s obligation. It is emphasized that for one-person company the content of shareholder' s obligation is good faith that one-person company' s shareholder bears for one-person company. Those subjects on whom the one-person company bear such obligation include one-person company' s creditor, employees and the public. So it is realistic to talk about the shareholder' s obligations of one-person company. The third part of this paper discusses the relationship between disregard of corporate entity and one-person company. The principle of disregard of corporate entity is effective rectification and supplement to the absolutization of the principle of limited liability. It can be applied to one-person company as well as other situation. Considering that in one-person company it is easier for shareholder to abuse the legal entity, it is more important to strengthen and attach importance to the research of disregard of corporate entity in one-person company. The principle of disregard of corporate entity and the principle of limited liability depends on each other and together constitutes the framework of shareholder liability model of one-person company. On the basis of the discussion above, the fourth part of this paper provides the author' s design about the legislation of one-person company andreflection about the legislation of one-person company shareholder' s obligation. The fundamental status of the principle of limited liability and the assistant function of the principle of disregard of corporate entity are emphasized here.Through discussion, this paper suggests that the principle of limited liability should become the cornerstone of one-person company shareholder' s liability model. Also it argues that the one-person company' s shareholder and one-person company should indeed act as two independent persons in law and should be separated from each other by person, money and materials. The shareholder of one-person company should take on the obligations of good faith for the company and the creditor of the company. When the shareholder of one-person company tries for self-interest and impairs the creditor' s legal benefit by means of the corporate mask, he should be punished to bear the liability directly. But this principle of...