中国股份公司法定代表人制度的存废

中国股份公司法定代表人制度在世界范围内很独特。从起源和定型过程上考察,可以发现它和中国传统的国有经济制度有密切的联系。依据对其中几个具体理论问题的分析以及对该制度目前运行实际效果的判断,笔者认为它已经不适应中国股份公司当前的发展和对现代化公司治理的要求,应予废除。基于以上结论,并借鉴德国对股份公司代表人制度的规定,笔者提出了对中国《公司法》相应内容的修改建议。

The Regime of Representative of Corporate Body for Joint-stock Companies in China: To Preserve or to Abolish?

The representative of a corporate body for China's joint-stock companies is a unique regime in the world. From its origin and development we can find that it is closely related to the traditional state-owned economy in China. On theoretical analyses of some particular problems concerned, and observation of its present function, this author concludes that this regime should be abolished since it is not conducive to the development of China's joint-stock corporations or to the administration of modern companies. Based on this conclusion and a comparison with a relevant German system, this author offers his advice on the amendments of the Company Act of the PRC.