On The Influence And Application Of The Legal Person System Of Civil Law On Company Law

The Fifth Session of the Twelfth National People's Congress of the People's Republic of China voted to pass the "General Provisions of the Civil Law of the People's Republic of China." The general rule of civil law,as the opening article of the Civil Code,is also the general rule that plays the role of commander and program.Its importance is self-evident.The legal system,which is located in Chapter III of the Civil Code,is the most changed part of the amendment compared with the general rules of civil law.Among them,the general provisions of legal persons and the profit-making legal person part are the parts that are most closely connected with the company law in terms of the legislative purpose,the law design,actual application and so on.However,if we compare and contrast the two,we find that although there are many articles in legal person chapters which belong to the inheritance and refinement of company law,there are some inconsistencies and contradictions between the two.This article takes the difference between the legal system of the corporation system and the company law in the general rules of civil law as the object of analysis and research,and on this basis,it discusses how to choose the applicable law if different rules are encountered in practice and further develops and perfects the company law in the future Put forward my own proposal,which is intended to provide some reference for judicial practice.After comparing the general rules of civil law and company law,the author chose the system of legal representative,the branches of legal persons,the founders of legal person,the obligor of legal person's liquidation,the flaws of the legal person's meeting and the legal person's investor The content of typical significance is analyzed as a part of the discussion,and then the current academic debate on this issue is concluded.At the same time,some scholars think that the new law should be better than the general law applicable to the old law,but some scholars support the special law is superior to the common law applicable company law.I do not agree with the above two views,after the theoretical analysis of the above six small topics of legal persons,according to the different characteristics of its own provisions to discuss the situation.The author believes that when the company law is not provided for or unreasonable provisions should apply the general provisions of the Civil Law,that is,when the practice involves the legal representative of the consequences of the legal branch of the responsibility to assume responsibility,the legal person's liquidation obligor related Legal issues,the provisions of the General Principles of Civil Law should be directly applicable.When the contents stipulated in the company law are more perfect and comprehensive than the general rules of the civil law,the provisions of the company law should be applied.That is,when the practice involves the assumption of the responsibility of setting up a person,the resolution flaws of the legal person meeting,the relevant laws of the legal person's investor Specific problems need to be analyzed in detail.Where the general provisions of civil law are not prescribed,the company law should be chosen as the legal basis.On this basis,the revision of the Company Law and the introduction of a new judicial interpretation of the Company Law have the very important significance of perfecting the Company Law and adapting to the latest environment.