The Personality Defects Of China's Listed Companies And Its Perfection

As one kind of legal person, company should have independent corporate personality in china. With independent personality, the company can take part in civil activity in the name of itself, enjoy civil right and assume civil obligation, especially assume all debts of company using it own property independently. Having independent personality are basic precondition for running of company and the source of attracting investment, dispersing risk, gaining the profits and the returns of shareholder maximum. In the economical practice of china, a lot of listed companies have independent personality in form rather than substance. The personality of company has severe defects. The defects affect the regular running of company, impede the functions of company's institution bring into full play and destroy the value of independent personality.The perfect personality of company is the foundation stone of company's institution. We should overcome the defects and set up perfect institution of company's personality. Through listed companies and using the method of compare, history and economy, the article tries to analyze the behaves and reasons of listed company's defects on personality in the round, submit the proposal for overcoming the defects and hope to be good at the development of company's institution. The article divides into four parts.Part one is the introduction of corporate personality. The institution of corporate personality derives from institution of personality in Roman law through long time. Many theories about corporate personality are formed during this period. Corporate personality is showed as independent civil capacity, property and obligation and has important value to shareholders and company itself.Part two is involved the current situation of listed company's defects on personality in china. It mainly showed as listed companies can't form independent idea, administrate independent property and assume independent obligation. According gametheory in economics, the defects of personality will hurt to market exchange. The harm of personality's defects is severity both in macroscopically and microcosmic aspects.Part three analyzes the reasons of listed company's defects on personality. The reasons on idea are the lack of private right long-term and the history of official business. The reasons on shareholding structure are unbalance in inside caused by sole majority shareholders and unlimited in outside because of different treatment between state-owned shareholders and none-state shareholders. The reasons on governance structure are the absence of state-owned share's owner, the inefficacy of board of directors and the limited function of board of supervisors.Part four is the proposal for gaining perfect personality of listed company. In the aspects of idea, it should equally protect private right fitting to the development of economy and change the tradition of official business through separating enterprises from government affairs. In the aspects of shareholding structure, it should develop adaptive institutions, reduce the state-owned shares and achieve completed circulating step by step. In the aspects of governance structure, it should advance the government of state-owned assets, set up the institution of independent director and develop board of supervisors.