一人公司治理机构的完善研究

The Perfection of the One-Man Company’s Management Organization

2005年10月修改的《中华人民共和国公司法》正式确立了一人公司制度。由于一人公司股东唯一性的特点,传统公司中股东之间相互制约的机制在一人公司中无法发挥作用。在一人公司中,一人股东通常都身兼数职,自任董事、监事并实际控制公司,缺少了股东相互之间以及公司内部股东会、董事会、监事会三大机构之间的相互制衡。较之于传统公司,一人公司更加需要合理的监督机制和制衡机制。针对一人公司的权力机构、执行机构和监督机构三大机构的立法现状和存在的缺陷,提出一些完善建议。

On October 27, 2005, the Company Law of the People＇ s Republic of China was revised, and the one-man company system was formally recognized in legislation, and the establishment has become more widespread in our country. The one-man company has unique shareholder, so that the mechanism for mutual restraint in traditional companies between shareholders can not play its role. In the one-man company, the unique shareholder usually roles himself as director and supervisor, and actually controls the company. The one-man company lacks checks and balances among the shareholders and shareholders＇ meeting, the board of directors and the board of supervisors three institutions within the company. Compared to traditional companies, the one-man company needs more reasonable oversight mechanisms and checks and balances. This paper will put forward some perfecting suggestions based on the legislative situation and defects of the one-man company＇ s authority, implementing agency and oversight body.