Study Of Reconstructing The Law In China Limited Liability Company

Since1993, the company law classified limited liability company and joint stocklimited company as legal organization forms in our country. The company law hasbeen revised to release regulation and increase mass of facultative on the basis of bothcompany forms. Limited liability companies which are constructed for small andmedium enterprises have made great contributions to our country market economytransformation after the reform and opening-up, to the deepening of economic reformand to the30years of economic prosperity.However, with development of Chinese society and economic and the deeperpractice since2005, the avoided and neglected problems and relevant historyproblems which are caused in the process of making the laws are limiting ourcountry’s company and company law modernization, such as the contradiction ofdemands between limited liability companies and venture capital, the problem thatforeign companies and domestic companies shall be governed by different laws, theproblem that limited liability company and joint stock limited company applydifferent rules sharing the same company form and the problem of the upper limit ofthe number of shareholders, investment form and excessive control problems infinancial accounting, etc. These impact the legal form of limited liability Company inour country. The expanding of company law of Anglo-American law system,especially the company law, securities law, the summary and change in the companylaw in2006which is Japan’s major revolutionary company law revised in2005andthe German limited liability company law amendment in2008, the German limitedliability company law modernization and the abuse of law major reforms all provideus with beneficial reference and the diversity of ideas to take compound considerationof the related issues in the form of limited liability company law. This article is divided into4parts, the types of company, problems of Chinalimited liability company, legislative cases and reflection and reconstruction oflimited liability company. In order to understand and discuss the connotation,extension category of limited liability companies, confusion facing the current rule,we need to make comprehensive sort and deeper understanding. This articlesummarizes from the point of view of company types and legal principle usingcomparison method. The author will discuss the contradiction of demands betweenlimited liability companies and venture capital, the problem that foreign companiesand domestic companies shall be governed by different laws, the problem thatlimited liability company and joint stock limited company apply different rulessharing the same company form and the problem of the upper limit of the number ofshareholders, investment form and excessive control problems in financial accounting,in order to reflect the systematic and constitutive problem of China limit liabilitycompany. In this paper, by listing Japan, Germany and the United States newcompany law, the author analysis their respective limited liability company and therelevant company form, namely share transfer restrictions, contract society andbusiness owners company (limited liability), in order to provide beneficial reference.At last, the author provide some opinion on reconstruct our limit liability companyform.In all, it will be the only way to integrate current resource of various legal formof limited liability company and learn from the major reform in German and Japanand the rule of British and American corporate law. In addition, it is important to takeserious consideration of scholars’ suggestion and revise and reconstruct the system oflimited liability company.