On Legal System Of One - Person Company

Along with the constant development of market economy and high technology,and the enhancement of the ability to invest, capital financing has weakened itsfunction as the major factor in founding and developing the corporation system whilethe limited liability of shareholders has ascended as the vantage point appealing tomost investors to choose corporations as investment interest, among which eveninvestors of one-person corporation, a special form of corporation, hope to obtainunlimited interest from the limited liability. It is reasonable for a large number ofone-person corporations to emerge. Therefore, the legal experts in China areconcerning about the related legal issues, such as whether to acknowledge one-personcorporation, whether to regulate it in the corporation law, and how to regulate it underthe circumstance of international economic integration and development of Chineseeconomy. One-person corporation appears as a new special form of economicorganization in the 20^th century, which has an increasingly great impact on the socialeconomic activities in China. In order to adapt to the economic development, reformin enterprises, and construction of socialist market economy and law system, the latestrevision of Corporation Law in 2005 finally established the legal status of one-personlimited liability corporation, which enable its further development. However,theoretical and practical problems in research of one-person corporation still needfurther clarification, enquiry and study. This thesis tries to discuss on the followingquestions: What is one-person corporation, how to look on it, and how to regulate it.The thesis is consisted of four parts: Part I is a theoretical introduction to the concept, characteristics, classification, its difference from individual ownership enterprises, and its occurrence, development and historical necessity. Part II gives an introduction to the legislation theories and practices in different countries and its inspiration to China, which is drawn from the introduction to the recognition modes of one-person corporation in legislation and its comment, comparison of explanation application of administration structure and its special norms, and comparison of disregard system of corporate personality in one-person corporation in differentcountries. Part III mainly introduces the regulations on one-person corporation in China, with detailed introduction to old and new Corporation Laws from 1993 to 2005. Based on the above introduction and analysis, it is concluded in Part IV that the one-person corporation system possesses its unique advantages, and distinctive disadvantages as well. Hence, the major task at present is to make regulations, to improve the law system, and to develop its advantages but banish its disadvantages.The revised Corporation Law in 2005 established the legal status for one-person corporation; however, the related discussion should not remain at its legality, but should analyze its unique nature in law. In view of pitfalls in regulations on one-person corporation in present Corporation Law, rules and regulations should be made on its registration and establishment, financial supervision, and enhancement of responsibilities, so as to promote the beneficial development of one-person corporation.