《公司法》修改一个遗憾的艺术

China Corporate Law Needs Amendment

政府主导立法,这可能是中国立法最大的问题,也可能是《公司法》修改产生遗憾最重要的原因。社会主义市场经济体制在中国已上升为一种法律制度,公司在多大程度上自治,政府管制的范围和方式如何,均需在《公司法》中得到规范。

Amending China's Corporate Law has drawn much attention at home and abroad, and a draft amendment has been present to the desk of Chinese lawmakers. The examination and approval of the draft amendment, many scholars believe, is of great importance to China's market reform. Promulgated and implemented in December 1994, the Corporate Law has provided legal basis for the country's economy. But it needs many amendments to suit the rapid development of China's economy, for the stipulations of the Law gave more power to government authority and state regulations. For instances, the bottom line of the registered capital, that is required by the Corporate Law to found a limited company or joint-stock company, will be too high for overseas investors. And more detailed measures should be formulated to improve companies' internal supervision systems.