Internal Governance Model And Its Improvement Of Private Limited Liability Company Of Our Country

Corporate governance has been a hot discussion in the field of company law in recent years. However it mainly focuses on joint-stock company and neglects private limited liability company, which is different from joint-stock company and state-owned or state holding limited liability company and has its own unique internal governance issues and requirements. But Chinese current “Company Law” applies the uniform statutory structure governance model to such companies without distinguishing their differences, which not only adds governance costs to private limited liability company and reduces its governance efficiency, but also results in the law out of touch with reality. Based on this issue, this thesis analyzes the differences between the private limited liability company and joint-stock company from the perspective of special internal governance issues and requirements, constructs a detailed and reasonable internal governance model for the private limited liability company on the basis of aforesaid content, then analyzes the deficiencies of existing legislation of our country and makes specifically perfect proposals.This thesis includes three parts, which are introduction, main body and conclusion.The introduction includes the reasons of choosing this topic, literature review, questions needed to be answered and the scope of discussion.The main body includes four chapters. The basic argumentation ideas are that firstly it will analyze internal governance issues and requirements of private limited liability company, then construct the internal governance model and finally combine the current legislation and conditions of our country and make targeted proposals. The detailed content is as followings.The first chapter describes and analyzes the special internal governance issues of private limited liability company. It first demonstrates the limitation of interpreting corporate governance from the perspective of governance structure and advocates to reconstruct the concept of corporate governance from the point of corporate governance issues and restore its full meaning. Also, it analyzes the nature and roots of corporate governance issues, points out that companies of all types have governance issues and they have the same essence, which is agency problem, that is the abuse of controlling right. Secondly, it analyzes the particularities of private limited liability company and points out that it has different governance issues from joint-stock company because the subjects of the internal agent relationship therein are different. The governance issues of private limited liability company are shareholders’ oppression and corporate deadlock and not the agent issue between shareholders and managers.The second chapter constructs a special internal governance model for the private limited liability company. It firstly demonstrates that the traditional corporate governance model which was designed based on the requirements of the joint-stock company dose not apply to the private limited liability company. Then it analyzes the special requirements of the private limited liability company. Based on such requirements and combing the latest legislative reforms and practices of countries in the world, it finally constructs a suitable internal governance model for the private limited liability company which includes private autonomy and judicial intervention.The third chapter combines the relevant provisions of Chinese present company law, summarizes and analyzes Chinese current internal governance model of the private limited liability company, which mainly includes statutory structure governance model and limited judicial intervention model and their deficiencies.The fourth chapter compares the deficiencies of the present governance model of our country to the reasonable model, which is constructed in the second chapter and makes targeted proposals that include changing the statutory structure governance model into private autonomy model and improving the judicial intervention model.The conclusion summarizes the whole thesis, points out the view of this paper and answers the questions raised in the introduction and also points out the deficiencies of this thesis.In the process of argumentation, this thesis mainly adopts comparison, comparative law and history study and other research methods.