我国公司代表人制度探究

The Representative System in Our Company

公司是无生命的组织体,自然会产生谁代表公司的问题。我国具有法定惟一性特征的法定代表人制度,已不适应市场经济发展的需求。公司代表人制度涉及各群体利益的平衡,需明确定公司代表人制度的立法价值目标,在借鉴域外立法经验的基础上,在我国公司代表人制度的构建中更应尊重公司意思自治,公司根据各自的需求,建立个性化的公司代表人制度,法律层面应从保证交易安全角度建立公司代表的登记公示制度,对法定情形下对公司代表人的权利加以制约。

A company is an unanimated organization, which will naturally raise the question on who repre-sents the company. The legal representative system that is the only legally accepted one can no longer meet the needs of the market economic development. The company representative system involves a balance of the interests of various groups, and need to identify clearly the target of value for representative legislative system in the company. Based on the experience of legislation in extraterritorial companies, we realize that more attention should be cast to the company autonomy in the process of establishing representative system in the companies in China. The company will postulate personalized representative system of its own according to its needs. From a legal perspective, it should establish the registration and publicity system in the company in order to guarantee the security of transactions. In this way, the rights of the company representative will be restricted under legal circumstances.