Study On Enterprise Legal Person's Operations Beyond Its Scope

The problem of enterprise legal person's beyond-scope operation (ELPBO) has been a hot topic in the civil law circles. Chinese current law limits enterprise legal person's operation in the scope defined in its regulations, which obviously is not consistent with the requirement of social economic development. The defects of current related law are discussed and the necessity and urgency of improving the current related law are clarified in the preface of this paper.This paper is divided into five parts, the relationship between the enterprise legal person's civil capability; the trend of the changing regulations toward the problem of ELPBO in Some developed countries of the world; the limitation object of an enterprise legal person's operation scope; the characters, types and validity of ELPBO; and how to improve the current litigation system.The first part is the theoretical basis of this paper, in which the writer analyzes the relationship between the enterprise legal person's civil ability and its operation scope, the reasons for the occurrence of theory of special right capability which once was generally agreed, and the differences between this theory in China and other countries, as well as the reason for the appearance of these differences. The writer holds that the theory of special civil right capability has lost its theoretical basis and the necessity of reality for its existence, and that enterprise legal person's general civil right should be established in law. The writer also discusses the relation between the enterprise legal person's operation scope and its capability of behavior and liability, and the writer holds that the establishing of civil behavior ability system in civil law is for the purpose of protecting the benefit of those who are lack of expressing ability. Enterprise legal person has its independent personality and complete expressing ability and therefore has completes behavior ability. The operation scope of an enterprise legal person can not limits its behavior ability. Capability for liability is related to the cognition ability of a civil subject and an enterprise legal person has complete capability for liability, therefore, the operation scope of an enterprise legal person has nothing to do with its capability of liability.In the second part, after analyzing the trend of the changing regulations toward the problem of ELPBO in common law system and civil law system, the writer draws the following conclusions :ln early times, principle of invalidity for exceeding the scope of rights was strictly followed in law in these countries, but with the development ofcommercial economy, these countries were obliged to take more flexible measures to overcome the defects caused by this principle, such as expending the explanation of provisions in related law . However, because of not being able to resolve the problem in reality by this method, these countries abandoned this principle one by one. The same harassment caused by confining the operation scope of an enterprise legal person to the scope defined in its regulations compels china to make judicial explanations to make up the defects in current law.The third part of this paper is about the limitation object of enterprise legal person's scope of operation. At the very beginning, the writer analyzes the main doctrines about the controlled object in an legal person's purpose scope that exist in civil theories, and holds the opinion that there are defects in doctrine of civil right limitation, doctrine of behavior capability limitation, doctrine of representative right limitation and doctrine of inner liability. The limitation object of an enterprise legal person's operation scope is its operation conduct. The purpose for setting an enterprise legal person's operation scope is for the social public interest.Part four is the study of the nature; sorts and validity of ELPBO, according its influence to society ELPBO are divided three sorts. In this part the writer analysis the process in which the operation scope is decided, and beli...