有限责任公司治理研究——基于对泉州有限责任公司治理实践之实证分析

On the Governance of Limited Liability Company——based on the empirical analysis of the corporate governance practice of Quanzhou limited liability companies

有限责任公司具有人合性、封闭性及主要适用于中小企业的性质。与股份有限公司治理相比,有限责任公司治理具有所有与经营分离不明显及管理合伙化特征。虽然,我国新公司法就有限责任公司治理有所改进,但因为忽视了有限责任公司的前述性质与特征,导致与实践中的有限责任公司治理相去甚远。因此,有必要从公司章程自治、权力机制、执行机制以及监督机制等方面予以完善。

A limited liability company is characterized by the affinity between the stakeholders and its stock not being freely traded,which is mainly applicable for small and medium-sized enterprises.Compared with the Governance of company limited by shares,there is no separation of ownership and management on the governance of limited liability company,and the management is dominated by shareholders.Although the governance of limited liability company has been improved in our new Corporate Law,but the Law has ignored the characteristics mentioned above,which results in the great difference between the legislative governance and practical governance.Therefore,it is necessary to amend it from the autonomy of articles of associations,the model of the authority mechanism,execution mechanism and supervising mechanism.