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Research on Legal Problem of One-man Company

Author: ZhangAiJuan
Tutor: FengGuo
School: Wuhan University
Course: Legal
Keywords: One-man company Middle-group corporate Coporate governate
CLC: D922.291.91
Type: Master's thesis
Year: 2005
Downloads: 356
Quote: 3
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Abstract


One-man company is a kind of limited liability company or joint-stock company which only has one shareholder, who owns the company’s entire share. Chinas current legislation only recognizes One-man company in the forms of solely state-owned and solely foreign-funded company and makes no mentioning of One-man company invested by natural or legal persons. In addition, to avoid the risk of managing and meet the minimum requirement of the number of the shareholder, some invertors set up de facto One-man companyusing nominal shareholders, which creates latent problems when these nominal shareholders assert claims. Admit one-man company on legislation is a worldwide trend. It became a formal issue in the recent legislation process of Company Law Amendment. This thesis would concentrate on the nature, corporate governate, and legal risk control of one-man company. This thesis includes five parts:1. Summary. This part introduces two important cases on the one-man company’s history, Saloman V. Saloman & .Co.Ltd and Lee v.Lee Air Farming Ltd. On this ground, and makes a general description of the concept, categories, development, character of One-man company as well as its comparison with sole proprietorship.2. The theoretical argument on the nature of one-man company. There are three kinds of theory about the nature of One-man company. The first is corporate theory, the second is financial group theory, and the third is middle-group corporate theory. On my opinion, the third is suitable theory about the nature of one-man company.3. The legislation of one-man company. This part the paper reviews the legislative position and framework of one-man company in Continental Law and Common Law. In addition, this part introduces the establishing and improving the legislation on one-man company in China by briefing onseveral factual forms of existence of one-man company s in China and tabling the problems lying in the current Company Law and other relevant laws in China on the issue of one-man company,. One-man company be subject to the jurisdiction of Company Law Amendment, which. 4. The corporate governate of one-man company of China. In fact, there is a lot of one-man companys in reality. According to the principle of free transformation of stock, one-man company is a kind of relative condition, for that we should recognize the social status of one-man company according to the sustainable principle of company. The shareholder board is the power institution of a company and made up of all the shareholders. The function of shareholder board has nothing to do with the number of shareholders, and its resolution effect only relates to the legality of procedure. Therefore, the author believes that one-person company should set up the shareholder board and shape the fathering structure of company with the coexistence of shareholder convention , directorate and supervising board. To prevent the shareholders of one-man company to abuse their rights ,some measures can be utilized, such as that by consummating the fathering structure of company, and taking the matching measures of prevention against risk.5. The improvement of legal risk control of one-man company of China. On the advanced legislative experiences abroad, Company Law Amendment established the minimal capital system, the name warming system in the capital guarantee, etc. In this paper, the author introduces some measures to improve the legal risk control of one-man company. The systems mainly include the basic reserved capital system, the financial opening system, the routine correlated opening system, the disregard of corpopate personality system, the lawsuit system for public economic benefit ,etc.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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