Research On Law Questions Of Interior Contractual Agreement Within Limited-liability Company

Contractual management system was the creature of a particular age. Commencing in1978, the contractual management system of rural land emancipated the productivity in countryside for a certain period of time and thus boosted the development of rural economy. Later on, the contractual system was widely implemented in state-own and township enterprises and in Sino-foreign joint ventures, serving as an important bridge for national-ownership businesses under planned economy switching to modern companies under market economy. However, along with the growing and establishment of western modern corporation system, the contractual system gradually faded away as its mode of centralized management went against the corporate system’s proposition of decentralization. Nevertheless, this system does not yet perish completely. It still exists in some limited-liability companies and in legal practices lawsuits arising from contractual system in limited-liability companies are not rare.Despite much research in recent years on contractual system within companies, little of them was have fulfilled systematical and deep investigation and argument, even less concerning the practice of that system. How does the interior contractual system operate in limited-liabilities companies? What problems or conflicts could or have occurred from the parallel systems? Whether these problems or conflicts could be explained and resolved reasonably and how? All of these above are the top concerns of this dissertation.The dissertation contains introduction, main body and conclusion, meanwhile the main body includes four parts:Part One introduces the historical development of the contractual system, and pays much attention to the rise and fall of the contractual system in enterprises and to the positive influences of interior contractual system on limited-liability companies, which serves as the groundwork for the following argument. Part Two addresses the validity of the interior contract agreements within the limited-liability companies. First of all the contract agreement is defined, and then its validity is argued from both theoretical and practical level. On theoretical level, the focuses of controversies among academic circle on interior contractual system are analyzed, and the validity of the interior contract agreement is argued through the demonstration of the Company Law’s nature and its provisions on limited-liability company’s governance structure. On practical level, the validity is argued through analyses of the verdicts of relevant lawsuits. At last, the due procedures to conclude interior contract agreement is further analyzed based on the provisions of the Company Law.Part Three mainly analyzes the influences of implementing interior contractual system on the governance structure of limited-liability companies, for example, the change of company agency system, and the influences on the functions of shareholders’meeting, directors’meeting and supervisory board. It is concluded that interior contractual system do change the governance structure of limited-liability companies and that such changes are not destructive, but, on the contrary, are proper adjustment concerning the interior contract agreement.Party Four focuses the changes of undertaking liabilities for limited-liability companies after applying interior contractual system, and analyzes the legal bases of such changes from the viewpoint of Civil Law.Part Five offers some suggestions to perfect interior contract agreements from three viewpoints:defining situations and standards of concluding interior contract agreements, supervising the management and operation of the contractors and protecting the rights and benefits of shareholders, so as to make the system further merge with the limited-liability companies and thus function well in market economy.