Exploration Of Corporate Governance Structure In Company Law In Late Qing Dynasty

Through the study of the corporate governance structure of the Company Law in the late Qing Dynasty,this paper sorts out the modern exploration of ownership and management rights in the corporate governance structure,so as to deepen the understanding of the corporate governance structure in modern China.The Company Law in the late Qing Dynasty was an important legislative practice in the history of modern Chinese company law,which had an indelible impact on the germination,development and evolution of modern company internal governance structure.Before the promulgation of "Company Law" in the late Qing Dynasty,there were two forms of corporate governance: "government-supervised business" and "government-business joint venture".It is not difficult to find that their common feature is that the administrative power is above the ownership and management rights of enterprises.The promulgation of "Company Law" clarified the founding conditions and basic types of companies in the late Qing Dynasty,and also determined the embryonic form of corporate governance structure in the late Qing Dynasty,that is,shareholders,board of directors,managers,partners,etc.Shareholders,as the owners of the whole company,exercise control over the company in the form of shareholders’ meeting,specifically including the appointment and dismissal of directors,resolutions on major issues of the company,inspection and supervision,etc.The board of directors（bureau）belongs to the internal organization of the company,and is composed of directors elected by the shareholders’ meeting.Its task is to make decisions on the daily operation of the company.As a senior manager,the board of directors is responsible for nomination,appointment and dismissal.The daily work is to provide support for the company’s production and operation and ensure the smooth implementation of the company’s rules and regulations.At the end of the Qing Dynasty,the Company Law defined the authority of the company’s internal governance organization,stipulated the appointment and dismissal conditions of its members,and regulated the company’s operation through the boundary of institutional behavior.It embodies the management right and ownership contained in the internal corporate governance structure,and provides enlightenment for the exploration of corporate governance structure in later generations.