论一人公司立法规制
本站原创 论文中文摘要：2006年1月1日开始施行白勺修订后白勺《中华人民共和国公司法》(以下简称新《公司法》)特别规定单个自然人或法人可以投资设立一人公司,并引入了股东重大决策白勺公示、公司法人人格否认、一人公司财务会计年终审计等旨在加强一人公司外部监督以弥补公司内部监管缺位白勺制度。由此可见,我国对一人公司白勺立法开始走向公开承认并积极规制白勺道路。本文就是在详细分析新《公司法》对一人公司规制白勺相关法律条文白勺基础上,探讨其在司法实践中白勺适用问题,并对新《公司法》关于一人公司立法白勺缺失提出个人见解。首先,本文对一人公司白勺内涵与外延做了详细界定,对一人公司白勺产生与发展做了探讨,并对一人公司存在白勺深层原因做了深入分析。其次,从正反两方面对一人公司进行了法理分析,分析总结了两种不同白勺立法观。第三,论文具体展开论证,比较详细地分析了一人公司在我国白勺发展历程和现状,并重点分析了一人公司在我国市场经济中白勺表现、对国民经济体系以及微观经济主体和行为产生白勺巨大影响和主要弊端。第四,主要分析了外国一人公司立法体例和立法经验。第五,结合相关法律条文,详细分析我国新《公司法》对一人公司白勺规制,并分析了这些规制在司法实践中白勺适用问题。第六,对我国新《公司法》有关一人公司规制白勺立法进行了反思,并提出了立法完善方面白勺建议
Abstract（英文摘要）：www.328tibEt.cn Since the case of Salomon suing Salomon’s limited company in Britain in 1987, One Man’s Company as real existence in the world began its long road of legislature. During 100 years afterwards, developed countries such as European countries, UAS and Japan set the regulatory framework of legislature of One Man’s Company with the aim to make best use of advantages of One Man’s Company and at the same time bypass its disadvantages.In China, with the continuous development of economy, virtually, One Man’s Company is widespread in home market in forms of sate-owned Proprietary Corporation, solely foreign investment, private Limited Corporation composed of formal shareholders and others. This phenomenon arouses a series of problems and to an extent exacerbates the credit of corporations and deteriorates the market credit system. After careful and critical argumentation by experts on Law of Enterprise and legislators, One Man’s Company finally was included into the new Law of Enterprise, P.R. China (hereinafter referred as the new Law of Enterprise) which is enforced in January 2006 when the Law of Enterprise was amended in 2005.There is a special stipulation in the new Law of Enterprise that individual natural person or legal person can invest to build up One Man’s Company in the form of Co., Ltd. One subject of natural person can establish only one One-Man’s Company, and this One Man’s Company can not invest to set up another One Man’s Company. What is more, the new Law of Enterprise introduces in systems such as publicity of shareholders’major policy and decision, the personality denial of corporate judicial person, year-end audit of financial accounting and others to strengthening external supervision to One Man’s Company in order to counter balance the absence of internal supervision. It can be seen from this that, the legislature of One Man’s Company in China begins the road of public recognition and actively regulation. However, most of the relevant legal provisions in the new Law of Enterprise are normative, thus the portability in judicial practice still needs to be verified.This thesis probes the application problems in judicial practice of One Man’s Company on the basis of detail analysis of relevant legal provisions of the new Law of Enterprise about the regulatory framework of One Man’s Company, and presents personal opinions on the absence of legislature of One Man’s Company. With the non-state-owned One Man’s Company as the main subject of analysis, the thesis is composed of six parts. The logic relationship among each part is stated in the following.Part 1 is the summary of the full text. The relevant content in basic aspects of One Man’s Company is analyzed on which includes detailed definition of the connotation and denotation of One Man’s Company, in-depth study on the emergent and development of on man’s company. Virtually, this part is an in-depth analysis on deep causes for its existence, which foreshadows the following study.Part 2 is one of the core parts. Jurisprudence analysis is made on One Man’s Company from both positive and negative aspects. Firstly, the jurisprudence basis which has an impact on the establishment and development of One Man’s Company is analyzed, based on this , the controversial understanding on advantages and disadvantages of One Man’s Company inside and outside China is summarized from both positive and negative aspects. These two different legislative concepts are summed up and studied. This part is the jurisprudence basis for further study, making the paper to stretch out further.Part 3 is the beginning of concrete argumentation. After a general analysis on One Man’s Company, a concrete and detailed analysis on the development process and status quo of One Man’s Company in China is made, especially its performance in Chinese market economy, its enormous influence on national economic system and on the micro-economic subject and behior, and the far-reaching disadvantages of One Man’s Company. This part is one focus of this thesis, since it is these influences and disadvantages which are directed at when analyzing the regulatory framework of One Man’s Company in Chinese Law of Enterprise make the writing style and argumentation better targeted. Part 4 is about reference which is mainly referential experience of the regulatory framework of One Man’s Company from foreign legal systems. This part gives a detailed analysis on the legislature style of One Man’s Company in foreign countries, introduces their legislative experience about the regulatory framework of One Man’s Company. This part offers many referential experiences for Chinese legislative regulations on One Man’s Company, which are indicated in provisions of the new Law of Enterprise about One Man’s Company; however, many experiences should be studied and adopted in accordance with Chinese legal environment.Part 5 is also the core of the whole text. Detailed analysis is made on the regulatory framework of One Man’s Company in the new Law of Enterprise of China, and also deeper research is done on the judicial application of important provisions. According to the way of thinking in western countries, this part gives a circumstantial dissection on the regulation of Chinese current Law of Enterprise to One Man’s Company from three steps which are before, during and after the establishment of One Man’s Company. At the same time, this part makes a discussion on issues of judicial application of the regulation of Law of Enterprise on One Man’s Company, for example, the denial system of legal person’s personality.Part 6 is the reflection on the regulatory framework of legislature of One Man’s Company in Chinese Law of Enterprise. The standpoint of this part is the management mechani of One Man’s Company, as the management mechani of corporate judicial person is not only the basis for the operation of the enterprise, and also the weak segment of Chinese Law of Enterprise. From this perspective, several legislative suggestions are put forward by analyzing the weak points of the current Law of Enterprise with the hope to be some beneficial to the legislature of Law of Enterprise.
论文关键词： 一人公司；弊端；规制；司法适用；
Abstract（英文摘要）：www.328tibEt.cn Since the case of Salomon suing Salomon’s limited company in Britain in 1987, One Man’s Company as real existence in the world began its long road of legislature. During 100 years afterwards, developed countries such as European countries, UAS and Japan set the regulatory framework of legislature of One Man’s Company with the aim to make best use of advantages of One Man’s Company and at the same time bypass its disadvantages.In China, with the continuous development of economy, virtually, One Man’s Company is widespread in home market in forms of sate-owned Proprietary Corporation, solely foreign investment, private Limited Corporation composed of formal shareholders and others. This phenomenon arouses a series of problems and to an extent exacerbates the credit of corporations and deteriorates the market credit system. After careful and critical argumentation by experts on Law of Enterprise and legislators, One Man’s Company finally was included into the new Law of Enterprise, P.R. China (hereinafter referred as the new Law of Enterprise) which is enforced in January 2006 when the Law of Enterprise was amended in 2005.There is a special stipulation in the new Law of Enterprise that individual natural person or legal person can invest to build up One Man’s Company in the form of Co., Ltd. One subject of natural person can establish only one One-Man’s Company, and this One Man’s Company can not invest to set up another One Man’s Company. What is more, the new Law of Enterprise introduces in systems such as publicity of shareholders’major policy and decision, the personality denial of corporate judicial person, year-end audit of financial accounting and others to strengthening external supervision to One Man’s Company in order to counter balance the absence of internal supervision. It can be seen from this that, the legislature of One Man’s Company in China begins the road of public recognition and actively regulation. However, most of the relevant legal provisions in the new Law of Enterprise are normative, thus the portability in judicial practice still needs to be verified.This thesis probes the application problems in judicial practice of One Man’s Company on the basis of detail analysis of relevant legal provisions of the new Law of Enterprise about the regulatory framework of One Man’s Company, and presents personal opinions on the absence of legislature of One Man’s Company. With the non-state-owned One Man’s Company as the main subject of analysis, the thesis is composed of six parts. The logic relationship among each part is stated in the following.Part 1 is the summary of the full text. The relevant content in basic aspects of One Man’s Company is analyzed on which includes detailed definition of the connotation and denotation of One Man’s Company, in-depth study on the emergent and development of on man’s company. Virtually, this part is an in-depth analysis on deep causes for its existence, which foreshadows the following study.Part 2 is one of the core parts. Jurisprudence analysis is made on One Man’s Company from both positive and negative aspects. Firstly, the jurisprudence basis which has an impact on the establishment and development of One Man’s Company is analyzed, based on this , the controversial understanding on advantages and disadvantages of One Man’s Company inside and outside China is summarized from both positive and negative aspects. These two different legislative concepts are summed up and studied. This part is the jurisprudence basis for further study, making the paper to stretch out further.Part 3 is the beginning of concrete argumentation. After a general analysis on One Man’s Company, a concrete and detailed analysis on the development process and status quo of One Man’s Company in China is made, especially its performance in Chinese market economy, its enormous influence on national economic system and on the micro-economic subject and behior, and the far-reaching disadvantages of One Man’s Company. This part is one focus of this thesis, since it is these influences and disadvantages which are directed at when analyzing the regulatory framework of One Man’s Company in Chinese Law of Enterprise make the writing style and argumentation better targeted. Part 4 is about reference which is mainly referential experience of the regulatory framework of One Man’s Company from foreign legal systems. This part gives a detailed analysis on the legislature style of One Man’s Company in foreign countries, introduces their legislative experience about the regulatory framework of One Man’s Company. This part offers many referential experiences for Chinese legislative regulations on One Man’s Company, which are indicated in provisions of the new Law of Enterprise about One Man’s Company; however, many experiences should be studied and adopted in accordance with Chinese legal environment.Part 5 is also the core of the whole text. Detailed analysis is made on the regulatory framework of One Man’s Company in the new Law of Enterprise of China, and also deeper research is done on the judicial application of important provisions. According to the way of thinking in western countries, this part gives a circumstantial dissection on the regulation of Chinese current Law of Enterprise to One Man’s Company from three steps which are before, during and after the establishment of One Man’s Company. At the same time, this part makes a discussion on issues of judicial application of the regulation of Law of Enterprise on One Man’s Company, for example, the denial system of legal person’s personality.Part 6 is the reflection on the regulatory framework of legislature of One Man’s Company in Chinese Law of Enterprise. The standpoint of this part is the management mechani of One Man’s Company, as the management mechani of corporate judicial person is not only the basis for the operation of the enterprise, and also the weak segment of Chinese Law of Enterprise. From this perspective, several legislative suggestions are put forward by analyzing the weak points of the current Law of Enterprise with the hope to be some beneficial to the legislature of Law of Enterprise.
论文关键词： 一人公司；弊端；规制；司法适用；