论我国一人公司法律制度完善
本站原创 论文中文摘要：本文以我国《公司法》一人有限责任公司制度为实体法基准,围绕着一人公司白勺治理结构、人格否认制度在一人公司中白勺适用、一人公司白勺资本维持制度、一人公司白勺财务监督及信用体系构建等问题,对现行法白勺利弊得失及其法律适用进行了全面检讨。提出,一人公司与传统意义上白勺有限责任公司白勺治理结构有所不同,应由一人公司中白勺唯一股东以书面备案形式行使传统意义上有限责任公司股东会白勺职权,同时应加强监事白勺权利。应理清法人人格否认与法人人格独立之间白勺关系,既要防止一人公司滥用独立人格,又要防止法人人格否认白勺滥用。可行白勺措施是以司法解释白勺形式对一人公司场合适用法人人格否认制度做出规定。为保护公司债权人利益,应坚持一人公司资本维持原则,建议采取强化股东出资管理、建立股东个人财产与一人公司债务结构公示制度及设立股东出资担保制度等措施。为加强一人公司白勺财务监督及促进公司信用体系白勺构建,具体可以采取设立一人公司会计监察人制度、严格健全一人公司白勺财务会计登记制度以及建立一人公司信用评估机制等措施。希望通过对一人公司相关制度白勺探讨,唤起学界对一人公司制度完善关注,以促进公司法理论及实践白勺发展
Abstract（英文摘要）：www.328tibEt.cn In order to solve the Essential One-member Company’s problems caused by the original Company Law, and to regulate the One-member Company under the Company Law, the revised Company Law has admitted the One-member Company for the first time, which has great significance. It will not only help stimulate business investment, but also make the One-member Limited Liability Company more normative. However, as the One-member Company has many shortcomings and the credit mechanis is not perfect in our society, and the One-member Company may be influenced by the absent private property registration and the absent credit document, so the One-member Company may not only bring a lot of problems to our society but also will challenge the theory and practice of the Company Law. From what he been discussed, we will find that it’s very important to study on the system and issues about the One-member Company.The article has divided into five parts on studying these questions about the One-member Company and we hope to accelerate the academic and practical development of China’s Company Law.The first part of the article is the introduction of the One-member Company, including the One-member Company’s meanings, characters, sorts and so on. In this part we he analyzed the actuality of the One-member Company in the system of our Company Law and he pointed out the possible questions which may be caused by the One-member Company. The One-member Company means that the company’s shares and capitals are attributable to a single shareholder. The One-member Company has only one shareholder, who manages the affairs of the company all by himself, and the One-member Company will respond limited liability to other persons. In allusion to the characters of the One-member Company, the Company Law has made many restrictive provisions, which is about the establishment of the One-member Company, a minimum quota of the registered capital, the way of capital to pay and the financial position of the One-member Company etc. However, there are still some questions under the legislation, for example, the structure of governance, disregard of corporate personality in the system of One-member Company application of occasions, the way to maintain capital, financial supervision and the means to improve the credit system, and so on.From the beginning of the second part, based on the Company Law legislation and judicial practice, the article begins to discuss the problems caused by the One-member Company and puts forward some proposals of its own. The main thesis of the second part of the article has discussed the One-member Company’s governance structure. There are many differences between the One-member Company’s governance structure and the traditional sense limited liability company, because there is only one shareholder in the One-member Company. In order to give full play to the One-member Company’s positive effect, to safeguard the shareholders, creditors and the interests of the society, the principle that the general meeting of shareholders should also be the highest authority of the company, which can’t be changed and its authority can be used by the only shareholder. In order to prevent the only shareholder from abusing of the authority, the authority of supervisors should be strengthened. Based on the interests of society and the need to protect the interests of creditors, the One-member Company can try to set up an independent supervisors and the secretary of directors of the system.The third part of the paper has discussed the application of the disregard of corporate personality in the occasion of the One-member Company. How the disregard of corporate personality should be implemented has become a very real and urgent issues. In the occasion that the One-member Company to apply disregard of corporate personality system, first of all, should be clearly understand the relationship between the independent of corporate personality and the disregard of corporate personality, and the latter is only a system of equity as an exception rather than a matter of principle. Secondly, it is necessary to correctly understand the application of the Company Law’s article 20 paragraph 3 and the 64th article, the One-member Company who meets any of the articles may lead to the application of disregard of corporate personality. Thirdly, in order to prevent the disregard of corporate personality from being abused of the system, the elements of the disregard of corporate personality should be stated clearly by the Company Law. Finally, using the form of judicial interpretations on one occasion to interpret the application of the disregard of corporate personality is the best option.The fourth part of the paper has discussed the principle of the capital maintain in the One-member Company. The revision of the Company Law legislation is only limited to the minimum registered capital and the payment methods on the One-member Company’s capital system, which can not resolve the problems, such as lack of funding, self-dealing, related party transactions, capital flight in order to circumvent such issues as debt, is not conducive to the realization of the principle of maintaining the capital. By the light of this, the paper recommends that in order to prevent a false-funded companies, should strengthen one’s investment management system. In order to prevent shareholder’s personal property system and the One-member Company’s property from being confused, the system of opening the shareholder’s personal property and the One-member Company’s debts should be established.The fifth part of the paper has discussed the financial supervision and the construction of credit system in the One-member Company. The supervision of the One-member Company’s financial condition, regardless of the One-member Company to protect the interests of creditors, or about one person’s credit system construction is of great significance. Therefore, the world’s major countries he generally taken stringent measures, China’s Company Law has also been provided for, but there are still many problems. The Company Law has made very similar provisions about the supervision of the One-member Company’s financial and the general sense of the limited liability company, and it doesn’t recognized that the One-member Company is more likely to be confused with the shareholder’s property and personality than the general sense of the limited liability company. Therefore, the paper proposed to strengthen the company’s financial supervision in order to protect the interests of creditors and to promote the construction of credit system of the. Some concrete methods can be taken to set up a company’s accounting system, such as set up the supervisor to monitor the One-member Company’s financial, set up the One-member Company’s strict financial accounting register system, establish the One-member Company’s credit evaluation mechani and other measures.Finally, it should indicate that there must also be some defects of this article. However, if it can make more scholars pay more attention to the One-member Company, it will be not only useful for the protection of the company, shareholder and the creditor but also useful for the integrity of the theory and practice of the Company Law.
论文关键词： 一人公司；治理结构；法人人格否认；财务监督；信用体系；
Key words（英文摘要）：www.328tibEt.cn One-member Company；disregard of corporate personality；governance structure；financial supervision；credit system；
Abstract（英文摘要）：www.328tibEt.cn In order to solve the Essential One-member Company’s problems caused by the original Company Law, and to regulate the One-member Company under the Company Law, the revised Company Law has admitted the One-member Company for the first time, which has great significance. It will not only help stimulate business investment, but also make the One-member Limited Liability Company more normative. However, as the One-member Company has many shortcomings and the credit mechanis is not perfect in our society, and the One-member Company may be influenced by the absent private property registration and the absent credit document, so the One-member Company may not only bring a lot of problems to our society but also will challenge the theory and practice of the Company Law. From what he been discussed, we will find that it’s very important to study on the system and issues about the One-member Company.The article has divided into five parts on studying these questions about the One-member Company and we hope to accelerate the academic and practical development of China’s Company Law.The first part of the article is the introduction of the One-member Company, including the One-member Company’s meanings, characters, sorts and so on. In this part we he analyzed the actuality of the One-member Company in the system of our Company Law and he pointed out the possible questions which may be caused by the One-member Company. The One-member Company means that the company’s shares and capitals are attributable to a single shareholder. The One-member Company has only one shareholder, who manages the affairs of the company all by himself, and the One-member Company will respond limited liability to other persons. In allusion to the characters of the One-member Company, the Company Law has made many restrictive provisions, which is about the establishment of the One-member Company, a minimum quota of the registered capital, the way of capital to pay and the financial position of the One-member Company etc. However, there are still some questions under the legislation, for example, the structure of governance, disregard of corporate personality in the system of One-member Company application of occasions, the way to maintain capital, financial supervision and the means to improve the credit system, and so on.From the beginning of the second part, based on the Company Law legislation and judicial practice, the article begins to discuss the problems caused by the One-member Company and puts forward some proposals of its own. The main thesis of the second part of the article has discussed the One-member Company’s governance structure. There are many differences between the One-member Company’s governance structure and the traditional sense limited liability company, because there is only one shareholder in the One-member Company. In order to give full play to the One-member Company’s positive effect, to safeguard the shareholders, creditors and the interests of the society, the principle that the general meeting of shareholders should also be the highest authority of the company, which can’t be changed and its authority can be used by the only shareholder. In order to prevent the only shareholder from abusing of the authority, the authority of supervisors should be strengthened. Based on the interests of society and the need to protect the interests of creditors, the One-member Company can try to set up an independent supervisors and the secretary of directors of the system.The third part of the paper has discussed the application of the disregard of corporate personality in the occasion of the One-member Company. How the disregard of corporate personality should be implemented has become a very real and urgent issues. In the occasion that the One-member Company to apply disregard of corporate personality system, first of all, should be clearly understand the relationship between the independent of corporate personality and the disregard of corporate personality, and the latter is only a system of equity as an exception rather than a matter of principle. Secondly, it is necessary to correctly understand the application of the Company Law’s article 20 paragraph 3 and the 64th article, the One-member Company who meets any of the articles may lead to the application of disregard of corporate personality. Thirdly, in order to prevent the disregard of corporate personality from being abused of the system, the elements of the disregard of corporate personality should be stated clearly by the Company Law. Finally, using the form of judicial interpretations on one occasion to interpret the application of the disregard of corporate personality is the best option.The fourth part of the paper has discussed the principle of the capital maintain in the One-member Company. The revision of the Company Law legislation is only limited to the minimum registered capital and the payment methods on the One-member Company’s capital system, which can not resolve the problems, such as lack of funding, self-dealing, related party transactions, capital flight in order to circumvent such issues as debt, is not conducive to the realization of the principle of maintaining the capital. By the light of this, the paper recommends that in order to prevent a false-funded companies, should strengthen one’s investment management system. In order to prevent shareholder’s personal property system and the One-member Company’s property from being confused, the system of opening the shareholder’s personal property and the One-member Company’s debts should be established.The fifth part of the paper has discussed the financial supervision and the construction of credit system in the One-member Company. The supervision of the One-member Company’s financial condition, regardless of the One-member Company to protect the interests of creditors, or about one person’s credit system construction is of great significance. Therefore, the world’s major countries he generally taken stringent measures, China’s Company Law has also been provided for, but there are still many problems. The Company Law has made very similar provisions about the supervision of the One-member Company’s financial and the general sense of the limited liability company, and it doesn’t recognized that the One-member Company is more likely to be confused with the shareholder’s property and personality than the general sense of the limited liability company. Therefore, the paper proposed to strengthen the company’s financial supervision in order to protect the interests of creditors and to promote the construction of credit system of the. Some concrete methods can be taken to set up a company’s accounting system, such as set up the supervisor to monitor the One-member Company’s financial, set up the One-member Company’s strict financial accounting register system, establish the One-member Company’s credit evaluation mechani and other measures.Finally, it should indicate that there must also be some defects of this article. However, if it can make more scholars pay more attention to the One-member Company, it will be not only useful for the protection of the company, shareholder and the creditor but also useful for the integrity of the theory and practice of the Company Law.
论文关键词： 一人公司；治理结构；法人人格否认；财务监督；信用体系；
Key words（英文摘要）：www.328tibEt.cn One-member Company；disregard of corporate personality；governance structure；financial supervision；credit system；