“个性化”的有限责任公司——评《中国公司法修改草案建议稿》相关问题

《中国公司法修改草案建议稿》基本实现了提高公司法的可操作性以及尊重公司章程自治两大目标,但在有限责任公司规定方面,仍存在改进空间。草案应取消股东最高人数限制、完善股权继承异议制、禁止以尚未履行的劳务作为出资、承认书面及电子表决方式,并在明确区分大小公司的基础上构造监事制、职工董事制,并赋予章程自身塑造董事会与股东会权限关系的自由。

"Personalized" Limited- Liability Companies--Comments on the Draft of the Companies Act of PRC

General speaking, the Proposed Revision Draft of the Companies Act of the PRC has achieved its two aims, i.e. to make the Companies Act more easily applicable and to emphasize the autonomy of companies. However, there is still much room for us to amend the provisions concerning the limited- liability companies. To illustrate, no minimum number of shareholders shall be provided in the Draft. Ways to make objections to the succession of shares ought to be smoothed. Unperformed labor shall not be valid contribution to the capital of companies. Written or electronic votes should be accepted. The supervisors, and the representatives of employees in the board of directors should be ascertained based on the classification of big and small companies. And a company shall be entitled, by its articles of association and by- laws, to prescribe its board of directors and general meetings of shareholders according to its own judgment or choice.