Research On Special For-profit Legal Person System

In recent years,special for-profit legal person in which social enterprise as a typical has attracted wide attention in the world because of its unique nature and function.It is an effective way to solve social problems that special for-profit legal person realizes the social public welfare purpose by means of commercialization.However,the current legislation of our country has not established the system of special for-profit legal person rules,and the related research is also very scarce.In order to fully to the value of special for-profit legal person system,rich related theory research,this article from the nature of special for-profit legal person,taking social enterprise as a typical,analyzes particularly extraterritorial legislation and practice of special for-profit legal person,reveals the basic system design in the two aspects about the limitation of for-profit and the manifestation of public welfare,and puts forward the legislative paths and suggestions of special for-profit legal person.The paper is divided into the following six parts.In the first part,the paper points out the contradiction between the realistic demand of the development of the system of special for-profit legal person,which taking the social enterprise as a typical,and the legislative blank,and clarifies the research background,research value and research scope of this paper.As an effective means to solve social problems,social enterprises have been developing rapidly in various countries and regions in the world.However,the legal regulation of special profit-making legal person has not been established in China,and the development of social enterprises has been hindered by various conditions.In view of this,it is very urgent to establish the legal rules of special for-profit legal person.In the second part,the paper analyzes the nature,concept and system dilemma of special for-profit legal person.Firstly,the paper points out the significance of the concept of special legal person by analyzing the existing concepts of intermediate legal person,for-profit legal person and special legal person.Secondly,through the analysis of the extraterritorial legislation and practice of special for-profit legal persons,this paper seeks ideas and provides experience for the system construction of special for-profit legal persons in China.Thirdly,the paper describes the reality of China's special for-profit legal person,and reveals the dilemma of the dual purpose and the failure of the current governance rules in the development process of special for-profit legal person.In the third part,the thesis analyzes the system design of the limitation of the for-profit nature of special for-profit legal person.This paper analyzes the differences between special for-profit legal person and for-profit legal person from the perspective of asset locking,profit maximization limitation of shareholder,duty transformation of directors and senior managers,and proves its rationality as a special type of for-profit legal person.The fourth part,the paper explains the related system of confirming and guaranteeing public welfare of special for-profit legal person.Starting from the dual purpose clause of special for-profit legal person,this paper discusses the public interest information disclosure system,external assessment and supervision mechanism and residual property transfer mechanism.This part and the third part correspond to each other and support each other,which verifies the particularity of the existence of special for-profit legal person from the theoretical perspective,thus highlighting the necessity of legislation.The fifth part,on the basis of the foregoing discussion,the thesis provides specific suggestions for the system construction of special for-profit legal person in China.Through the detailed discussion of legislative path and legislative content,this paper hopes to provide a referential frame for the legislation of special for-profit legal person.The paths of this part are practical and operable,and the legislative content is established on the basis of the dual-purpose clause of special for-profit legal person.Based on the study of the third and fourth parts,the discussion of this part combines the characteristics of profit limitation and public welfare of special for-profit legal person,and puts forward a legislative framework with reference value.In the sixth part,the paper summarizes the foregoing contents,and makes a conclusion on the relevant issues,for consideration.