The Idea Of Perfect Our Country Shareholder Limited Liability System

Company is a powerful engine of modern economic development. Independent of the company property, independent corporate personality and limited liability of shareholder are the three pillars of corporate legal systems.As one of the three pillars of the modern corporate legal system of corporate’shareholder limited liability is disputed. Some scholars reckon as it was an invention of the steam engine and power, and some scholars think that it hides great moral crisis, so should be restricted or abolished.However more people think we should improve the shareholder limited liability system, making it better to play an active role.Established the limited liability of shareholders is to be accompanied by restrictive legislation. The limited liability system is mainly to maintain the balancing of two interests:one is the balance of external creditors of the company and corporate interests, another is an internal balancing of the interests of small shareholders and controlling shareholders. It is observed that the restrictive legislation of shareholder limited liability will be key to maintaining these interests.Restrictive legislation is an integral part of the shareholder’s limited liability system.Due to limited space in this article, the writer from the perspective of relatively weakly the restrictive legislative of shareholder’s limited liability, it focus on perspectives from maintaining creditor interests and limiting the abuse of limited liability of shareholders.On this basis,the writer put forward ideas of perfecting measure of shareholder’s limited liability system.This article is divided into five chapters.Chapter Ⅰ analyses theoretical basis of shareholders’limited liability, established the limited liability of shareholders shareholder’s limited liability and limitations as to where the value of its own analysis, so as to clarify the restrictive legislation is indispensable component of the shareholder’s limited liability system, play an important role in the system as a whole. Chapter Ⅱ focuses on analysis at this stage of the companies act and related law relating to shareholder limited liability system, in the in theory and practice exists is not enough defect analysis system on of corporate governance in China is responsible for the effects, so as to reveal the shareholder’s limited responsibility of restrictive legislation spec does not improve on shareholder limited liability as a whole system development constraints. Chapter Ⅲ to United Kingdom and the United States, and Germany, and Japan for the samples, analysis of English common law and continental law system countries experiences of restrictive legislation on limited liability of shareholders, limited liability to shareholders through comparative analysis of principle instead of traditional principles of legal persons denied exceptions apply. Fourth chapter described in perfection of shareholder’s limited liability system code for restrictive legislation, so as to perfect the system of shareholder’s limited liability system, reconstruction of the shareholder’s limited liability system of macro-micro-specific legal provisions to amend and perfect, from a different angle on substantive law, procedural law perfection of shareholder’s limited liability to make appropriate recommendations.Full text of the fifth chapter briefly summarized.