Company Form To Change The Legal System

Several forms of corporation are stimulated in legislations on corporation in every countries and regions in order to satisfy the factual requirements of investors. Every form has its own characteristics. Before the found ofa corporation, the investors can choose the most proper form by analyzing all the factors concerned such as the numbers of its shareholders, scale of its capital, characteristics of the corporation and the goal of the corporation alter comparing the different forms; after its founding, economic life is dynamic, because of needs of management, the investor will sometimes make change in the form of the colporation constantly in accordance with the real development of corporation to chase more interest, and the change is necessary in the process of managing it, then comes to the system of change of corporate form.The system of change of forms of corporation has been studied deeply in the western countries which have integrate market economy, corporation law and early study in relative theories and which have got serious fruitful results. The iterative practices fully prove that change of forms of corporation is a system of great vitality and strong economic function.As for the specific provision of China's corporation law, Limited Liability Company and joint-stock companies are the two basic forms of corporation in China and its legal to change between the two forms. In recent years, as the prosperous the economic life, the changes of forms happens frequently, especially the changes from Limited Liability Company to joint-stock companies to satisfy the need of enterprise's scale management and capital expansion.While at the same time, China's corporation law field pay rare attention to the system and can not provide enough guide to the economic field. Otherwise, Company law and Regulations of the People's Republic of China on Administration of Registration of Companies make ordinances to the change system to give a rough basis for the factual change of forms of corporation, however, the weakness in theory causes many shortage and defaults inborn which lead the companies to a quantity of contradiction and confuse in practice, and because of which, the system of change of forms of corporation can not function effectively.This paper starts from introducing the relative system in foreign countries. By concluding and analyzing explanations of the basic issues of forms of corporation such as its definition, function and legal characteristics by both foreign and Chinese legal field, reviews the present company law and other standard legal documents which are on change of forms of corporation. On this basis, advice and concept to perfect the system are promoted in the hope of giving some help or inspirations for legist ion and study of the change of forms of corporation in China.There are five parts except for introduction section in this paper.The first part provides general explanation to the change of forms of corporation, the practice and theories on the definition, sources and functions of this system in the countries of continental law system such as Germany, France, Japan are mainly introduced. This part is the basis of the followed four parts.The second part explores the legal reasons for the change of forms of corporation; both theories and practice of the legal characteristics of the change are emphasized; the identity of the subjective personality, the comprehensiveness of the content and the genders of change and the legality of the procedure are discussed.The third part talks about the specific provisions, while lays special emphasis on comparing and synthesizing the important condition and effectiveness of the system in relevant countries and areas in the perspective of practice; expounds and proof, and compares the advantages and disadvantages in some countries to provide foundation to construction the change of forms of corporation in China.The forth part appraise the present system in China from discussion and the fifth part shows some thinking and advice on the system in China, such as insisting in the identity of subjective personality, simplifying and standardizing the procedure of change and adding up some more provisions concerned.The last part draws the conclusion that China should make use of the good theories and results of legislation in other countries to improve the change of form of corporation in China on the basis of the above whole discussion of the system.