Research On The Application Of Foreign Investment Law To Company Law

China promulgated the first foreign investment regulations,"Foreign Equity Joint Ventures Law"(joint ventures in short)in July 1,1979.The government made this law in order to enlarge much more foreign investments, which has played an important role in improving the level of domestic funds for construction, production and also poor management technology at the very beginning of China's reformation and opening-up to the outside world. Up till now, about foreign investments, China has gradually made more than 200 laws or regulations; what is more, relevant provisions have been touched to every specific field. All these regulations have made great contributions to our domestic investments and also our economic developments. However, The Company Law of People's Republic of China(Company Law in short) is the main law to manage the market economy, and it has some limitations to all domestic enterprises, especially to those ones that formed by companies, and those Limited Liability Companies and also those Joint Stock Limited Liability Companies of foreign investment.However, China's foreign investment regulations are made under the planned economy circumstances, so there is unavoidable deficiency exists in these regulations, which are full of policy but relatively backward in law skills. In fact, those foreign investment regulations are made not only before the Company Law of China, but also before the Civil Law, which should be considered as the basic law for foreign investment. Hence, some unavoidable conflicts exist between Company Law and the Foreign Investment Law. Although the Company Law was revised in 2005, and its regulation No.218 has made some compromises to these existing conflicts between Foreign Investment Law and Company Law itself. These compromises make clear that different regulations in the foreign investment law exist and they should also be taken into practice. But those compromises are just so abstract that they could not fundamentally solve all those conflicts, which have caused a real plight when the Company Law is used by those foreign investment companies. With the further development of China's socialist market economy and the deepening of reform and opening up, deficiencies that have exposed the decentralized foreign investment law and its backward contents, which have a bad impact on foreign investment and also our country's reformation and opening up to the outside countries. Therefore, in order to deal with the problems of Foreign Investment Law, much more compromises have been real pressing issues as the conflicts existing between the Foreign Investment Law and the Company Law. What is more, the "dual track" model of permitting both domestic and foreign investment legislation has been run for a long time, and relevant provisions have been intertwined with the conflicts and also numerous complexities in real life. It is real a deep-rooted problem that can not be solved immediately on how to make a better close link between those two laws. This problem related not only to the specific operating procedures, but also to their compatible factors on their legislative goals and values.This thesis will focus on the occurring difficulties while relevant laws are used by foreign invested enterprises. By a comparative study, the author of this thesis makes clear clarifications to the different regulations of Foreign Investment Law and also the exerting Company Law. Moreover, based on the available Foreign Investment Law, this thesis attempts to put forward some methods to solve those legal difficulties. The thesis is divided into four parts to discuss all the issues involved. In the first part, a brief introduction is given to the relationship between foreign-invested enterprises and the company legal system. In the second part, problems and influences are proposed on the issue while foreign-invested enterprises used the Company Law. And in third part, analyses of those existing problems while foreign-invested enterprises used the Company Law are presented. Finally, based on the former three chapters, a series of suggestions are given to perfect that Foreign Investment Law in China.The first part discusses relationship between foreign-invested enterprises and company legal system in China. Firstly, the author of this thesis will briefly introduce forms and also histories of enterprises and he will point out both the existing similarities and also differences between foreign investment enterprises and companies. Secondly, he elaborates the adjusted range of Company Law in China, which should fit for the application of domestic general companies and also foreign-invested enterprises. And then, he insists that it is necessary to make those foreign-invested enterprises involved in adjusted arrangement of China's Company Law. Finally, the author of this thesis mentions the main forms of enterprises legal system to those foreign- invested enterprises and also their applicable principles of Company Law. At last, he points out that corporate system is still a major form of foreign investment.The second part analyzes the main current issues on Company Law's application to foreign-invested enterprises. As to these two laws, there are still many legal conflicts existing among company's establishment, their internal management structures, corporate changes, dissolution and also liquidation. Based on all those legal conflicts above, this thesis makes comparative studies to emphasize the impact on foreign-invested enterprises when they use Company Law.The third part explains the main cause to the application of Company Law, which used by foreign-invested enterprises. According to current background of Foreign-invested enterprises in China, this thesis will present some details to illustrate the issues on the applications of foreign Investment Law in a new trade circumstance since China has entered into WTO.The fourth part will put forward some suggestion in order to make the applications of foreign-invested enterprises perfect enough. Based on current legal system and also its disadvantages of foreign investment, the author of this thesis proposes some solutions to the application issues of Foreign Investment Law, and he insists that rearrangement of legal system are necessary in Foreign Investment Law, in addition, Chinese government should make out some profitable policies to both foreign investment and domestic investment, they should also try their best to make a clear system to enhance the arranging system of foreign investment in order to avoid much more conflicts between foreign-invested enterprises and Company Law in China. In that case, market economy will surely get a much better and faster development in the future.