有限责任公司的存与废--比较法视野下的有限责任公司制度改革

A Study on the Reservation or Abolishment of the Limited Liability Companies--The Reform of the Limited Liability Company System from the Perspective of Comparative Law

在我国《公司法》进行结构性修改之际,对于公司类型的划分标准及有限责任公司的存废的重思甚有必要。公司类型的区分标准应以满足实践中的差异化需求为导向。而有限责任公司以人合性为其内在特征,以封闭性为其外在特征。在修改《公司法》时,应以股份可否自由转让作为区分有限责任公司与股份有限公司的确切标准,重新划定两类公司范围,并以此为基础,为不同类型公司提供差异化的制度配套。

The Chinese Company Law is undergoing structural amendments,and it is necessary to rethink the classifcation standards of company organization types and the reservation or abolishment of the limited liability companies.The criteria for distinguishing different company types should be oriented to meet the diferentiated needs in practice.The character of human jointing as the internal feature of the limited liability company and closeness as its external feature should be noticed.At the time of the substantial revision of the Company Law,we should seek the path of reform of the types of companies and make free transfer of shares be used as the exact standard to distinguish between limited liability companies and joint stock limited companies,and rearranged the scope of the two types of companies.The company legislation should provide targeted regulatory arrangements based on the dividing company organization types.