The Theory Of American Limited Liability Company System And Its Enlightenment To China

The Third Plenary Session of the eighteen proposed "the reform of the economic system is the key of comprehensive reform, the key problem is to deal with the relationship between government and market, the market plays a decisive role and better the role of government in the allocation of resources". Clearly pointed out that the government’s reform focused on reducing administration, reduce administrative examination and approval, reduce the intervention of micro economics, and reduce the taxes. At present, the development of small and medium-sized enterprises of China’s economy in the proportion of increasing trend, but the existing legal form of enterprise has some drawbacks in practice, so we need to introduce a new system to make up for these shortcomings, and USA type limited liability company has single tax incentives, flexible mode of operation, absorbing social idle funds, active market advantages, so it can better promote the development of China’s economy in the future development processes.Market development and economic practice in China need the system of America type limited liability company, according to this demands, it intends to the USA type limited liability company system for small and medium-sized enterprises form our legislation enlightenment theme to this problem are expounded in this paper, basic theory on America type of a limited liability company, firstly introduces the concept and connotation of American type company, followed by the introduction of the legal characteristics America type of limited liability company, mainly institutional advantages America type of limited liability company, it means that the members can enjoy limited liability protection, companies can enjoy the single tax standards, the company has a variety of governances mode choices. Finally, the analysis American type limited liability company system includes the establishment, management, members from each link and the dissolution of the related system.Then in the American type limited liability company in the development history and the present situation of legislation American, Japan, Korea, firstly introduces the system in America development history and current situation of legislation, exploring the reasons for its rapidly development in America lies in the tax system and tax legislative "loose tie", with the improvement of the tax system and tax law, the legislation of the system from the original one, extended to the whole country, uniform limited liability company law and set ULLCA as a federal law. Followed by the introduction of the system and the.history of development of the current situation of legislation in Japan, South Korea, the system was introduced to Japan and South Korea’s time is relatively late, the legislation technology has yet to be perfect, because Japan and China have many similarities, the legislative experience is worth our reference.Further analysis of trade-offs USA type limited liability Company after the introduction to china. Firstly, the system is introduced after our country advantage, compared with the existing of enterprise organization, comparison is mainly conducted wholly owned enterprises of our country, the general partnership and limited partnership, limited liability company, the protection of limited liability system, in a flexible mode of operation, the preferential tax treatment. Secondly, the system introduced into our country existing obstacles, including the defects of our local environment with obstacles, the system itself is not a tax, the qualitative, lack of financing, managers and members of the faithful and diligent obligations exist loopholes, easily against the interests of the creditors. Our local environment hinders the enterprises legislative backward in technology, tax system and tax laws do not match, the investor quality not higher obstacles. Finally, the advantages and disadvantages of the choice to the American type limited liability company is introduced in China, through the theory and the practice, system level analysis of China’s current needs to be introduced to this system.Finally it is introduced to take USA type of limited liability company measures in china. Firstly we need transitional arrangements, take measures from the aspects of capital system, the limited liability, the tax system, to protect the interests of creditors. Secondly, the development of China’s "special limited liability company law", the difference between our current limited liability company law, the legislation American type limited liability company named "special limited liability company law". From the legislative value and legislation suggestions in two aspects of legislation on the "special limited liability company law", hope that "special limited liability company law" promulgate as soon as possible.