Research Legal Morphology

Although we experienced in1993and2005of the company law of our countrylegislation twice, but the current “company law” in the legislation system is stillcontinuation of the shape and structure of company law can be divided into twocategories, limited liability companies and joint stock limited companies, and its stylearrangement maintains the structure of regulating limited liability companies first,then prescribing joint stock limited companies. With the development of the corporatesystem and corporate legal research, the academic community questioned thescientific nature of such a legislative model increasingly. This article is based in-depthresearch on The Company Law, demonstrated the existing model of company legalforms and the problems of the legislative style arrangements which based on it.This essay is composed of four main parts:Part one: Focuses on the concept of the company legal form, legal characteristicsand historical evolution. Theoretically expounds the concept of the company legalform, analyzes its characteristic in the legal system of company law and the historicalevolution of the legal system in China is roughly expound.Part two: Research on comparative law, focus on introducing the company lawsystem of major countries of common law and civil law, and explore experience in theprocess of the company law reform of major countries. Find a national consensus inthe company law reform processes of different countries through the introduction ofthe content of the company law of different countries and its reform experiences.Legislators of many major countries and regions of civil law has realized theproblems of the current company classification system. Japan has taken the pace ofreforming company type; Taiwan academic discussion of the reform of company typealso reflects a tendency to draw on the common law; Germany makes its act more inline with the practice requirements through the amendment of the company act. Theintroduction of the company law and reform direction of different countries provide afeasible idea for the further improvement of The Company Law of China.Part three: Introduction the system setting differences between limited liabilitycompanies and joint stock limited companies which were prescribed in The CompanyLaw of China, and the legislative comparison of two kinds of forms, as well as to the shape and structure defects of our company. Our legal system has made a certaindistinction between the two different types of companies, the essence of thisdistinction lies in the differences between the open nature and the closed nature. Thedifferences of the systems between different types of companies provided in TheCompany Law are the surface differences, The Company Law failed to find thesubstantive differences between the open nature and the closed nature, so the systemsdistinctions provided by it can not meet the needs of practice.Part four: Mainly is to reconstruct the shape and structure of company law in ourcountry are also proposed. Suggest that integration of limited liability companies andjoint stock limited company dichotomy mode of legislation system, abolish thelimited liability company law form, establish joint stock limited company as the newthinking of the target company, and suggests that lawmakers in company law code setother enterprise legal forms as a support for the market economy.