Research On The Reservation Or Repeal Of The System Of Limited Liability Company

The system of limited liability company is the product of legislators' artificiality,which has been widely applied in many countries after more than 100 years since its invention,and has an important position.In China,this legal form is favored by investors and has a considerable amount.However,with the change of time background and investment environment,the defects of the system of limited liability company are becoming more and more obvious day by day.According to the national conditions,all countries have made more or less adjustments to the system of limited liability company or the legal form of the company.The classification of company form is related to the design of specific rules of companies in the practical sense.Domestic scholars have great disputes over the existence or abolition of the system of limited liability companies.Therefore,this paper will discuss this issue.This paper focuses on the following aspects: First,what are the main flaws in the division of corporate legal forms in China and is it necessary for reform;second,whether the limited liability company system should be abolished;third,if there is no need to abolish,what paths should be used to make up for the defects of the limited liability company;Fourth,what is the reference significance of the reform of the company's legal form outside the territory to China.Specifically,this paper is divided into four parts:The first part is an overview of the emergence of the limited liability company system and its development in China.The limited liability company is an invention of the German legislator.Strictly regulated,complicated procedures and costly joint-stock companies are not suitable for the objective needs of small and medium investors.Therefore,legislators combined humanity and capitalization to create a limited liability company,which has since been widely used by countries and has become an important Company legal form.The "Company Law" promulgated in 1993 formally confirmed the two corporate legal forms of China's limited liability companies and joint stock limited companies,but promoting the restructuring of state-owned companies is the primary purpose of establishing a limited liability company system.Therefore,a considerable part of China's existing limited liability companies are restructured into state-owned enterprises and collective enterprises.This localization has caused China's modern limited liability company system to be contrary to the original intention of Germany to design the system from the beginning of its design.The establishment of enterprises is more convenient,but more consideration is given to the large-scale state-owned enterprises adapting to the national conditions of social and economic changes.The second part analyzes the development status of limited liability companies in various countries,mainly taking Japan,Germany and France as examples,focusing on the reform of limited liability company system in Japan.In 2005,Japan introduced the new company law,abolishing the limited liability company system which had been in operation for nearly 80 years,and the joint stock company absorbed the limited liability company.Japan also became the first country in the continental law system to abolish the limited liability company system.Under the new company law of the corporation is divided into shares transfer of limited companies and joint stock limited company outside of the shares transferred,namely uniform company for joint-stock company,under the company the company is divided into closed companies and public companies,the former can set up the board of directors and board of supervisors,the latter must set up the board of directors and board of supervisors,and new design for small and medium-sized joint-stock company involved in the accounting system.Before the implementation of the company law,a large number of limited liability companies do not need to change the registration,and automatically become a company on the company law of the shares,known as special limited companies.In order not to cause confusion among operators and creditors,this branch company still maintains the original substantial content of the limited company law,and there is no time limit for termination.If you want to end the status of the special case limited company,you can handle the change registration at any time.But the company law no longer accepts new limited liability companies.If the company survives as a limited company,it may not set a ceiling on the term of directors and supervisors,nor have the obligation to announce the final accounts,nor need to pay the monetary price of change,etc.;If changed to a joint stock company,can enhance the company's external trust,but also can set up accounting participation and accounting supervisor.Through the analysis of the changes in the number of companies before and after the implementation of the company law,the author concludes that the joint-stock company has become the mainstream form of Japanese companies,but there are still a considerable number of companies do not give up the advantages of limited companies.Germany,as the origin country of limited liability company,has rarely modified the system of limited liability company on a large scale in 100 years since the invention of this company form.It was not until 2008 that it was invented again,creating the corporate form of "business owner company(limited liability)".The main difference between it and the general limited liability company is the registered capital.Through the creation of the enterprise owner company,the German company law is equivalent to giving up the requirement of the minimum registered capital of the company,providing a new option for investors who lack capital but want to set up a limited liability company,thus the system of the German limited liability company has been further improved.The system of limited liability company in France is greatly influenced by German law,but as the spokesman of small companies,limited company is not taken seriously in France and its position is awkward.Under the social background that the form of joint stock company is generally valued,France has perfected the joint stock company and invented the simplified joint stock company which belongs to closed company in nature.It is welcomed by small and medium-sized enterprises,and the limited liability company also suffers a huge impact.The third part analyzes the rationality of China's corporate legal reform.Comprehensive analysis of the unreasonable distinction between the current corporate legal forms of our country,as well as the disadvantages caused by the unreasonable distinction,and the feasibility of considering the company size in distinguishing the corporate legal forms.China's current "Company Law" divides companies into limited liability companies and joint stock companies,and joint stock companies are further divided into initiated joint stock companies and raised joint stock companies.The limited liability company is the target company for standardization,and joint stock companies are used as Exceptional form.At present,the main problem in the division of corporate legal forms in China is that the difference between a limited liability company and a joint-stock company established is ambiguous.There are many intersections between a limited liability company and a joint stock company,but instead they are the shares established by the joint stock company.The difference between the company and the joint stock company set up is significant.Therefore,it brings many disadvantages: first,the limited liability company and the joint stock company established are both joint ventures and closed companies,and they apply completely different company systems,wasting judicial resources and the cost of investment and operating activities,resulting in an unbalanced application of the system.Second,the corporate governance legal system is fragmented.There are different main contradictions between listed and unlisted joint-stock companies,large limited liability companies and small and medium-sized limited liability companies.The same governance mechanism is not conducive to solving completely different The main contradiction.Third,in our country,limited liability companies are favored by investors because of their limited liability characteristics and relatively free corporate system.There are huge and extremely small limited liability companies in our country.However,our limited liability company legal system For the purpose of restructuring large state-owned enterprises,many regulations do not adapt to the development of companies with disparate enterprise sizes.In the fourth part,on the premise of summarizing the foregoing,it proposes the reform path of the company's legal form in China.First of all,it summarizes the main views of domestic scholars on the reform of the company's legal form in China: First,the abolition of the limited liability company system theory.This part of scholars favors the use of joint stock companies to unify the type of company.Non-listed companies,or divided into open companies and closed companies according to whether they are publicly raised.Second,retain the limited liability company system.Some scholars are in favor of further distinguishing limited liability companies according to company size on the basis of the current company classification,and some scholars are in favor of incorporating the joint stock company established into the limited liability company.Since the development of the limited company in China so far,there are indeed many violations due to changes in the background of the times,the development of the investment environment,and the adaptation of national conditions.However,the limited company system has a long history,and the advantages of limited liability of shareholders,free distribution of authority,and relatively loose restrictions have been recognized by judicial practice and investors in various countries.The status of a limited liability company in the context of China is not to be underestimated.There are a large number of limited liability companies,and the scale is far greater than many joint-stock companies.The concept of limited liability companies is deep into our social and cultural system.If the limited liability company system is abolished,Not only will it be strongly resisted by the market,but the huge social and legislative costs will also be unimaginable.Therefore,the author believes that the limited liability company should not be abolished,but in order to make up for the defects of the aforementioned limited liability company,the company's legal logic should be sorted out clearly,so that the company's standardized structure system is more reasonable.Based on this,several ways to reform the company's legal form are proposed.The joint-stock companies established by limited liability companies can not only solve the problem of unclear distinction between limited companies and joint-stock companies,but also better integrate the system resources of closed companies.Second,the limited liability company makes legislation according to the size of the company.In the normative documents,the company's scale of division is clearly defined.For small companies,simplify the rules governing governance institutions,shareholders 'meetings,and financial accounting systems.For large and mega companies,refer to the regulations of joint stock companies to further tighten legislation.