| Stock cooperative company is the product of the process of comprehensive urbanization in Shenzhen.Up to now,there are more than 1,000 existing stock cooperative companies in Shenzhen.Their existence is related to the economic lifeline of Shenzhen and has a great impact on the subsequent urbanization development of Shenzhen.The research on collective economy in business and law circles is quite rich,but the research on the special form of joint stock cooperative company is like a star.The position of legal person of joint stock cooperative company is like,the predicament of corporate governance mode and the influence of government and enterprise on the company have not been explored and solved for a long time.After the birth of the General provisions of Civil Law,the business environment has been actively improved in the country.In 2019,the reform of the joint-stock cooperation company is also urgent,and the Shenzhen Municipal Government revised the Regulations of Shenzhen Special Economic Zone Joint Stock Cooperation Co.,Ltd.in2019(hereinafter referred to as<Regulations>).In this paper,based on the current legislation and business environment,this paper studies the main body orientation,institutional difficulties and future development path encountered in the reform of the joint stock company.In addition to the introduction,this paper discusses from the birth of the joint stock cooperation company system,the civil law status of the joint stock cooperation company,the defect of the system of the stock cooperation company,the future of the stock cooperation company,and the following four angles:First of all,it analyzes the emergence of joint stock cooperative companies and the institutional changes in the past 30 years,so as to clearly discuss the main body.The academic research on the stock cooperation system began 30 years ago,and up to now,there is still no consensus on the definition of the share cooperation system.At present,there are four main viewpoints on the definition of share cooperation system in academic circles.Based on the particularity and innovation of share cooperation system,the share cooperation system is regarded as a unique form of economic organization between the traditional collective economy,the classical cooperativeeconomy and the modern joint-stock economy,which is more in line with its original intention and is more conducive to the study of it.Secondly,based on the civil code era after the implementation of the General provisions of Civil Law,the analysis of the legal origin of the joint stock cooperative company is beneficial to the follow-up discussion of the company system.By analyzing the classification of legal persons in the General provisions of Civil Law and the comparison between joint stock cooperative companies,this paper concludes that the joint stock cooperative company is the legal person status of the rural urban collective economic organization in the special legal person.By analyzing the changes of the regulations and the two amendments,the legislative guidance of the regulations to the joint stock cooperative companies is clarified.Finally,from the point of view of legislation theory,it is concluded that the joint stock cooperative company can refer to the provisions of the Company Law to a certain extent.Thirdly,a systematic analysis of the institutional predicament and causes of the joint stock cooperative company is a specific analysis of the problems put forward in this paper,which is helpful to clarify the reform direction of the joint stock cooperative company and set the specific reform path of the company.By finding the excessive connection between the joint stock cooperative company and the community,it brings a series of burden to the operation of the company.On the one hand,the company needs to solve the problem that too many community management functions cause additional economic burden to the joint stock cooperative company,and it is difficult to release the vitality of the company.On the other hand,the establishment of collective shares has failed to realize the accumulation and utilization of collective assets.Before the collective asset management committee did not realize "personalization" and there was no substantive voting right in the shareholder Congress,the rights of the controlling shareholders could not be realized.This is an important reason for the "false position" of collective stocks.In reality,most of the members of the collective asset management committee are the management of the company.They were originally cooperative shareholders and became the representatives of collective stocks,resulting in overlapping identities.The essence of this overlap is the intersection of collective interests and individual interests,so that collective dividends are controlled by the management of the company.With the introduction of the regulations(revised in 2019),the state-owned enterprises in the joint-stock cooperation company are becoming more and more prominent.The regulation(revised in 2019)> clearly indicates that the government sets up the supervision and administration department of the joint-stock cooperation company of the three-level people’s government of the city,district and street,and specifies the scope of their respective functions,which results in the decision of the company to enter too many examination and approval links and excessive risk prevention.At the same time,the joint stock co-operation company also undertakes the heavy floating population residence burden of the shenzhen municipal government.There are many shortcomings in the governance mode of the joint-stock cooperative company itself,most of the rental income of the joint-stock cooperative company can reach 80% of the total income of the company,which makes the profit mode of the company unified and the industrial structure single.The company’s natural exclusivity and the low cost of maintaining human resources make it difficult for the high-end management of the company to have fresh blood,and the position of management has been occupied by the "clan elders" with prestige and credibility in the community,which leads to the solidification of management and the lack of corporate governance ability.The unique ownership structure greatly erodes the shareholder’s enthusiasm to exercise the right to vote.The shareholder becomes a pure "the shareholders of the food and interest",which is not conducive to the decision-making of the company.Finally,based on the analysis of the above problems,this paper studies the direction and choice of the stock cooperation company.In view of the great contradiction between the joint stock cooperation company and the modern enterprise system,the reform end point of the stock cooperation company should be thorough and cooperative to realize the transition to the limited liability company or the joint stock limited company.At the same time,this transition is destined to be a long process,and how to perfect the company’s corporate governance at the present stage is also an urgent matter. |
