Study On The Issue Of Introducing Of Corporate Director System In China

The so-called corporate director system refers to a legal person can be a director of a company, and then specify a natural person as its representative. Corporate Director System in the study of corporate law in less involved, but it exists a lot in real life. To make a regulation, the law about corporate director system should be established in China. This paper analyzes the possibility of the establishment of the corporate director system in China, and by summarizing the results of the academic and practical experience, this paper try to make some suggestions to our country and find the consequences of the establishment after introducing the corporate director system.Chapter 1 discusses the status of director qualifications of Our Country and its problems and revelations. In practice, the phenomenon of the director controlled by the controlling shareholder or other appointees is very common problem, and by lack of corporate director system, it is difficult to trace back control director’s responsibility. Meanwhile, China’s current law in many cases allow a legal person to be a director of a company. The article also analyzes two cases about the disputes and in lack of legislation proved to be controlled due to the directors. Finally, this paper envisage the establishment of the corporate director system in our country.Chapter 2 is the analysis on to the possibility of the establishment of corporate director system in China. Possibility of directors. In this part, three aspects were discussed: the first is the legal basis of allowing a legal person to be a director. The second is a summary of the legislation and judicial practice in other countries to prove the reality of directors of rationality; finally I discuss the positive significance of the corporate director system. To allowing a legal person to be a director, it will be conducive to safeguarding the legitimate directors interests of corporate shareholders, and help control people behind the liability of directors be held, to add a third person to recover damages ways conducive to better play to the functions of the directors, in favor of management Corporate legal relations along with directors appointed by the shareholders between.Chapter 3 discusses the limitations of the corporate director system and the possibility of consequences after the introducing of director of the corporate director system. The corporate director system can’t solve all the problems existing under current company Regulation, there are insurmountable limitations in the system. The first is the formalism of corporate director system, namely under the legal system of the directors, the directors still distinguished by his position. Secondly, an insurmountable limitation is that the independence of the director under the corporate director system. About the consequences of the introduction of the corporate director system, this paper focuses on directors’ duties and the protection of the interests of minority shareholders. After the establishment of the corporate director system, the directors’ duties will be different because of discrepancy between the legal person director and natural person director. Established the corporate director system will also strengthen the company’s major shareholders’ control of the company, we should increase the protection of the interests of minority shareholders.Chapter 4 analyzes the construction of corporate director system. Refer to the theoretical research and legislative practice at home and abroad, and based on the existing laws, regulations and principles of law, this paper focus on three main problems. This paper argues that, under the corporate director system, the director should be distinguished representative directors from legal person directors. It contains two different legal relations, then it should be regulated respectively. In our legal framework, both public legal person and private legal person should be able to be a director in a corporate, and can be particularly limited by the special law. The qualification of the natural person on behalf of the legal person shareholder should be determined by the legal person and in order to prevent the legal person to circumvent the articles of association limit the natural representatives, the natural person on behalf should meet with the same of requirements of the natural person directors. Under the corporate director system, the regulation in make it clear that the legal person and its representative China should bear joint liability.