Research On The China's Path Of Legal Person Classification In The General Rules Of Civil Law

As a logical starting point for the legal person system,legal person classification determines the specific direction of legal person regulation,and it is also a manifestation of a country's legislative attitude towards group personality.The "General Rules of Civil Law" promulgated in 2017 did not adopt the legal person classification model of incorporated association and incorporated foundation that are generally applicable in civil law countries,but creatively established the classification model of for-profit legal person and non-profit legal person.There have been many discussions in this academic field,and the main debate has focused on the trade-off and advantages and disadvantages of the two legal person classification models.On the basis that the legislation has determined the profitability as the criterion of legal person classification,the absolute trade-off and the simple comparison of advantages and disadvantages are not significant.It is the significance of the discussion of the legal classification system that we should focus on how the institutional derivative solves the evolutionary dilemma of the legal person system,fits the development of the current China's society,and responds to the ever-changing practical challenges of society.The innovation of legal person classification in the "General Rules of Civil Law" originated more from the China's unique legal person's development path.The "General Rules of Civil Law" uses profitability as the criterion of legal person classification,and continues the economic classification of the "General Principles of Civil Law" and clearly defines the connotation of the legal person classification standard on its basis.However,subjected to the special path of legal person's development in China,it is still impossible to completely abolish the influence of public power by explaining the connotation of profitability with the legal person's property rights structure.The "General Rules of Civil Law" chooses to take property element as the basic element of legal person classification.Therefore,it is inevitable that there will be differences in the legislation with the classification of incorporated association and incorporated foundation the basis of which is the will.The integration of localization factors determines the status,which is in the legal person classification in the Chinese path,of the elements of property and will.The "General Rules of Civil Law" selects property as the basic element to carry out the specific rules of legal person classification,which focuses on the construction of external order in society;while the legal person classification model based on the will element pays more attention to the construction of internal order in legal person.Therefore,the choice of property as a basic element,and the integration of the will element into legal person classification system in the " General Rules of Civil Law " also presents a completely different institutional effect.The chapter of the for-profit legal person re-enacts the provisions of the "Company Law",using the company form to unify the for-profit legal person system,and encourages to merge the enterprise legal person system and reduce the legislative confusion under the dual-track system of enterprise ownership and enterprise organization.In the case of non-profit legal person,the legislators arranged the social non-profit business from a macro perspective.When it is refined from a micro perspective,it is inevitable that there will be huge differences in this system.As for the special legal person,it substantively takes the responsibility for filtering the legal person forms,which are influenced by the public power and cannot be covered with property element,in order that it ensures the legal person classification system to be self-consistent in logic.Confined by the particularity of China's legal person system's development path,the evolution of China's legal person system appears to be a unique reverse change,which is called "public to private".It is not the same as the extraterritorial legislative background,so it is impossible to completely transplant the foreign legal person legislative system.While ensuring the continuity of legislation,the "General Rules of Civil Law" filters out the remnants that violated the market economy,focuses on constructing the internal system of legal person,expands the idea of self-government in private law.It demonstrates the self-renovation of the path of China's civil law and the progress of the development of China's civil law.However,the legal person classification of the "General Rules of Civil Law" also reflects many problems in the current system.For example,the unclear distinction between public and private power(right)leads to the randomness of public power to enter and leave private law;the extension of the kernel of economic property in legal person classification cannot effectively moderate the internal unbalance of the legal person system;the excessive merger of the enterprise legal person system leads to the legislative vacancy of the special enterprise legal persons;the independent division in the non-profit legal person system causes the intensive alienation between the systems;the excessive restriction on the formal function of the legal person reveals a strong regulatory thinking.Besides,under the circumstances of the integration of civil and commercial forms,it is impossible to cover up the contradictions of legislative deviations resulting from substantive separation of civil and commercial forms.Nowadays,the general direction of the reform of the legal person system has been established,the implementation of the legislative spirit and the improvement of specific regulations are the significance of the in-depth discussion of the legal person classification system.Integrating the legislative chaos of the for-profit legal person,reforming the strained opposite public-private relationship in the non-profit legal person system and refining the internal governance structure of the legal person are the direction and future of the legal person system's development of the "General Rules of Civil Law" in the new era.