关于公司法实施中的若干问题

在公司法实施中暴露的主要问题是发起人虚假出资、控制股东行为不规范、公司人格混同及被滥用现象突出。完善公司立法应立足中国国情,统一公司与企业法,重构公司资本制度,降低公司设立门槛,完善公司治理,细化债权人保护规则以增强法的可诉性;在公司司法方面,宜完善司法解释并由最高人民法院公布公司案例,发挥其引导作用;在揭开公司面纱方面尤其应结合中国的国情和司法实践,而不宜机械地照般国外的理论。

Problems in the Implementation of the Companies Act of the PRC

The major problems concerning the implementation of the Companies Act of the PRC are false contributions to capital, irregular activities related to the control of shareholders and mixture or abuse of corporate personality. In order to improve China's company law, one must consider the present situation of this country, make its company laws and enterprise laws uniform, and reconstruct a corporate capital system. Meanwhile, the excessive requirements for the establishment of companies must be loosened and the management of companies should be improved. The rules concerning the protection of creditors ought to be specified so as to make them more applicable in proceedings. The judicial interpretations related to the Companies Act should be improved and the Supreme People's Court ought to play a leading role in reported cases. As for the disposition of matters concerning piercing the corporate veil, it is especially important for us to consider China's present situation and judicial practice and to avoid adhering rigidly to foreign theories.