China On Behalf Of The Reconstruction Of The System

In recent years, the phenomenon of the high tube of listed company fell of the horse in succession has caused the concern and the thinking of the social public. Analytical from the company law angle, the writer thinks that of this phenomenon and our country company Legal Representative system exists the inside contact. As a kind of society organization body, the company is similar to the natural person. It has the independent law personality and wills. It has the capacity for civil rights and the capacity for civil conduct. It can with own name possess the civil rights and undertake the civil duty. But the company is the legal person, differing from the natural person, its capacity for civil rights and civil conduct must pass its organization member namely representative of behavior, and then can be carried out. But the representative have the dual personality of personal personality and the company legal personality,this pole probably causes the representative of company appears the phenomenon of the personalities wrong and abuse in represent the company process, thus injuring the benefits that the company shareholder and others. The represent in the company of our country company law 1993 is Legal Representative system, namely the president or the president of the Executive Director of the limited company and joint-stock companies is the Legal Representative of the company. This kind of representative system has the characteristics of "compulsory" and "unique ". These have already can't adapt the modern economy life in the complicated bargain conditions that company faces. It would be cause the business opportunity losed easily. And this kind system of representative also caused the circumstance of the power, responsibility, the benefit dissymmetry. It also caused the company management and the decision mechanism of our country deviating from in the collective judgment of modern company board of directors and decision of management mechanism. It made the managements of the company still continued the planned economy system.The phenomenon of more corruptions such as bribing, seizing and transferring the company property by the Legal Representative and the condition that state-owned property seriously run off in the economic life currently, also have the contact with the legal representative system of special features .The company law of the new modification...