The Study Of The Shareholder’s Responsibilities Of One-person Limited Liability Company

One-personlimitedliability company is a limited liability company with only oneindividual shareholder or only one institutional shareholder.Since it was recognizedby the revision of the Company Law in China in2005, the one-personlimitedliabilitycompany has spring up like mushrooms. The emergence and development ofone-personlimitedliability company has made a great impact on the concept oftraditional corporation and the theory of limited liability of shareholders. With therapid development of one-personlimitedliability company, its negative effects broughtby excessive control of one shareholderthe lack of oversight within the company andmany other defects cannot be ignored. This paper aims to make a detailed discussionof the issues of the shareholder’s responsibilities of one-person limited liabilitycompany, and propose effective measures by focusing on the responsibility andregulation of one-personlimitedliability company and learning fromthe advancedtheory, legislative experience and the cutting-edge development of multi-disciplinarytheory and practice abroad. This paper suggests that the study of the shareholder’sresponsibilities of one-person limited liability company directly concerns thelegislative choice and judicial practice of one-person limited liability company, thekey to resolve the problems of one-person limited liability company.Meanwhile, thisarticle seeks to improve the protection of the interests of relative creditors ofone-person limited liability company by exploringthe issues of its shareholder’sresponsibilities, simultaneously analyzed by shareholder’sliability of one-manLimitedcompanyin order to promote the development and expansion ofthe issues ofone-person limited liability company.This paper is divided into four parts.In the beginning part, the nature, company model and system design of companymodel and system design are elaborated from the perspective of theoretical analysisand comparative analysis.First, it defines the concept and characteristics ofone-personlimited liability company, and proposes thatthe reason why one-personlimitedliability company has made a great impact on the concept of traditional corporation roots inthe uniqueness of the shareholder.Second, it makes a comparative analysis ofone-person limited liability company with companies modes, and by comparingclarify the internal relations and features of internal relations and other companiesmodes.Finally, it provides the basis for legislation of one-person limited liabilitycompany, by comparing the legislations in China and two major law countries on theshareholder’s responsibilities of one-person limited liability company, interpreting thelegal provisions of one-person limited liability company in China, and exploring theadvanced experience of companies legislation abroad.In the second part,it analyzes and expounds the rationality of responsibilitiestaken by the shareholder of one-person limited liability company, and discussesobligations and responsibilities from the limited liability of the shareholder from twoperspectives of regulation of company capital system and protection of the interests ofrelated creditors.At first, exploration has been made on the rationality of the limitedliability applicable to the shareholder of one-person limited liability company fromthe new perspective of multidisciplinary practices under the concept of modern law,and thus theoretical and practical basis of the limited liability applicable to theshareholder are proposed.Secondly, it interprets the scope of contributive capital andresponsibility of the one shareholder, by combining the revision of the new CompanyLawon the system of one-person limited liability company.Finally,it puts forward theprotection system of relative creditors of one-person limited liability company,byintroducing the fiduciary duty of controlling shareholders, and requires the oneshareholder to bear special obligations and responsibilities, in order to achieve abalance amongrelative creditors inside the one-person limited liability company.In the third part, a discussion is made on responsibilities of the shareholder ofone-person limited liability company under the disregard system by Company Law.Byproposing thedisregard of corporate personality by Company Law is a supplement andcorrection to the limited liability of shareholders, this paper is of great significance tothestudy ofthe shareholder’s responsibilities of one-person limited liabilitycompany.This section focuses on the enumeration of constituent elements andapplicable conditions of disregard of corporate personality of one-person limitedliability company by Company Law, and the illustration of on the revision byCompany Lawon the disregard of corporate personality system adapting to one-personlimited liability company. This section argues for the nature of the joint liabilities ofshareholder and law application of the one shareholder’s burden of proof under thedisregard of corporate personality system adapting to one-person limited liabilitycompany, which solves the problems under the disregard of corporate personalitysystem adapting to one-person limited liability company in a comparativelycomprehensive way.In the fourth part,the writer innovatively proposes to establish a special system ofresponsibility and supervision on the one shareholder, concerning the specialdisadvantages of one-person limited liability company by learning of companylegislation and relevant frontier practice abroad.The author hopes to improve theshareholder’s responsibilities of one-person limited liability company and deal with the legal difficulties facing one-person limited liability companies through theconstruction of relative systems.