Preliminary Study On The Autonomy Of Limitied Liability Company

With the implementation of the new Company Law of the People’sRepublic of China in March2014, the idea of company autonomy hasbecome clearer and clearer, which makes the relationship between companyautonomy and state coercion become the concerned focus in academiccircles.The issue about the dividing line of company autonomy and statecoercion, has always been an inevitably fundamental topic within companylaw. The majority of researches on this subject are based on two types ofcompanies, which according to the Company Law, namely joint stock limitedcompany and limited liability company. While few of those researches focuson limited liability company only. Obviously, it is fairly inappropriate,especially considering the dichotomy of legislation in Company Law.In this article, the first chapter is about the principle of companyautonomy and the development history of company autonomy in China, then the author expound the main difficulties of company autonomy in terms oflimited liability company in the second chapter. In the third chapter，theauthor analyzes the relationship between company autonomy and statecoercion, conclude that mandatory rules determine the scope of companyautonomy, therefore, to discuss the autonomous space of limited liabilitycompany, we should determine the boundary of the national compulsory first.After evaluating several common scenarios where national compulsoryintervention are usually set, the author outline the scope of the companyautonomy in terms of limited liability company. Finally，the author draw aconclusion that the autonomous space of limited liability company should bemuch larger than joint stock limited company. In the fourth chapter, on thebasis of above analysis, the author attempt to make some suggestions, mainlyincluding: mandatory rules should be mostly used on the procedural rules;applying default rules to take place of mandatory ones; articles of associationshould be feasible and elaborate; judicial interventions are supposed to betimely, moderate and reasonable.The author hopes this research could make a contribution topopularizing the basic idea that the autonomy of limited liability companyshould get more attention and respect.