On The National Company Law Mandatory

There are many coercible clauses in the company law, which gives it coercible feature. But because of the Contract Company Theory, especially the opinion that the parties concerned have the right to abandon coercible clauses by the Articles of Incorporation, people no longer undoubtedly think that the company law has the coercible feature, which already influences the reformation and development in the company law. In view of the condition, whether the state coercion exists in the company law becomes an unavoidable problem.The paper discusses the problem by the ways of theory analysis, comparative study and exercise analysis and the logical construction is as follows.Part one is the general theories of the state coercion in the company law. Firstly the paper gives a definition of the state coercion in the company law; secondly points out that because of the defects which exists in the company autonomy and the shortcomings which the traditional civil law and commercial law appears during the course of adjustment, people have realize that the company autonomy self needs the state coercion, which is the reason of the state coercion in the company law; based in this, the paper further points out that the aims of the state coercion are to realize the virtual justice, the public interests, the unification of the economic freedom and the economic order; finally explores the concrete means adopted to realize the state coercion in the company law.Part two is the fields and the line of the state coercion in the company law. Firstly analyzes the fields which will destroy the rectifiable justice and the distributional justice, and by comparing the company laws in the different countries, puts forward the indispensable fields of the state coercion; secondly analyzing the problems of the state coercion, and in order to restrict the passive effects, raises several pleasures to reasonably determine the line of the state coercion. The pleasures include three ways. One is to integrate the entitled rights and the limited rights. Two is to select the means that will give minimal influence on the company autonomy. Three is to introduce the societal organization, and the restriction among the company autonomy, the state coercion and the societal organization will develop the positive effects of the state coercion.Part three is the problems which exist in the company law in our country. Firstly the paper explores the present conditions, and points out the problems between the state coercion and the company autonomy; then aiming at the shortcomings, the paper presents advices to further improve the state coercion.