中國 會社法 改正에 대한 評價와 分析

• 영문명: Evaluation and Analysis on the Revision of Chinese Corporate Law
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 조동제(Dong-Je Cho)
• 간행물 정보: 『비교사법』比較私法 제13권 제4호, 613~643쪽, 전체 31쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2006.12.01

영문 초록

  The announcement and enforcement of the chinese corporate law became accomplished by the necessity of economic reform in 1993. The importance of chinese economic reform was the State-owend enterprise reform, and this state-owned enterprise reform brought up very important change of the chinese law system. Such the chinese corporate law is leading the common ownership system with its feature of remarkable common ownership systems and because of its standardized various corporate organization which coexists economic element its feature has very remarkable common ownership systems.
  For example, among the features of incorporated company, it represents that it keeps the trace of the State-owend company which guarantees the right and interests of the workers who participated in the management of the Solely State-owend company. Because of the such law system"s past insufficient experience or existing law system has colors of high level official regulations, the corporate law legislation becomes to have the conservative colours.
  Furthermore, it was difficult to satisfy the investment demands because of the too high threshold of the corporate establishment. Also the right and responsibility of the stockholders general meeting, board of directors, board of auditor and accounting was not clear because the corporate governance structure was irrational. And the protection system against the profit of the minority shareholder was insufficient. The regulation of the stocks issue, transfer and list already could not meet with the investment financing actual demands of the corporate, and the sincere duty and other legal responsibility of the high level official of the corporate such as the director and auditor and the regulation regarding the law responsibility was insufficient and It could not be satisfied the demands which protects the safe transactions and establishment of social trust systems. With this the chinese corporate law was behind in development of current social system and it can not follow in practice demand of the company and the enterprise.
  Because about 10 years period of exclusion of the chinese corporate law corresponded to meet with the phased demand of the State-owned corporate system"s reform in the early legislation stage, the law structure internal system arrangement was not smooth. The basic direction of chinese corporate law reform should be establishment of the market order from above the foundation which lessens the government control. As we can view the 2005 chinese corporation law reform, corporate governing structure, corporate social liability, piercing the corporate veil, one-person corporation(subject to limited company), etc. new regulation and related criterion was introduced into the new corporate law. Against an existing corporate system and practical operation direction it improved and reinforced with very greatly.
  Namely, lessens of the capital system, the improvement of corporate business operation, enhancement of the responsibility duty of the management level and strict demands of the stocked corporation"s system which realized criterion into the new corporate law became to meet with the demand of the operation of the corporate business organization. And with the introduction of these such law regulations, the space of corporate"s intention self-government became to be more wide and the regulations of the administration official regulation became to be reduced.

목차

Ⅰ. 序論
Ⅱ. 中國 會社立法의 背景
Ⅲ. 中國 會社法 주요 改正內容 分析
Ⅳ. 結論
【참고문헌】
【Abstract】

키워드

국유기업 국유독자회사 회사지배구조 회사사회책임 회사법인격부인 1인회사 사외회사 관련거래 근로자대표대회 공산당조직 State-Owend Enterprise Solely State-Owend Company Corporate Governance Structure Corporate Social Liability Piercing the Corporate Veil One-Person Corporation Outside Director Relevant Business Congress of Workers and Staff Structure of Communist Party