Legal Protection Of The Creditots' Benefit Of One-Member Company

One-member company is a special corporate form develeping form the 20^th century,whose initial being was recognized later by law.One-member company was recognized for the first time in the Company Law of the People's Republic of China amended in 2005.Avoiding the conflicts between share-holdres, one-member company achieves the flexible management while the possibility of damaging the creditors' benefit increases because the sole shareholder may abuse its limited liability and corporate independent entity.From the idea of fairness,it must be considered that one-member company be recognized and the creditors' benefit be fully protected at the same time.On the theorectical basis of civil and commercial laws,the thesis studies the company law's protection of the creditors of a one-member company through the foreign comparative,empirical and example approaches.Learning from foreign exeperiences in protecting the creditors' benefit,it also discussess the deficiencies in Chinese legal protecting system and presents suggestions to improve it.Besides the forward and conclusion,the thesis consist of 4 chapters.Chapter 1 analyzes the value of the one-member company system from the perspectives of economies and law.The universal recognition of the system is an economic and historical trend.Its disadvantages and potential damages to the creditors' benefit can be overcome by strengthening the legal studies of the protection of creditors' benefit.Chapter 2 discussess the theoretical basis of the protection system of the creditors.Since the shareholdre's limited liability system is one of the foundation stone of the corporate system.It's necessary to investigate the protection issue of the creditors of one-member company within the scope of the shareholder's limited liability system.It discussess the challenge of one-member company to the traditional corporate theories and to the limited liability.Then it's especially important to put forward the protection issue of the creditors' of one-member company.Chapter 3 discussess China's laws and regulations on one-member company.The Company Law affirms one-member limited liability company,and it also regulates the capital system,the limits on investors,the speciality of its rules and organization,rules of company finance and the disregard system of the corporate enity.But some deficiencies do exist.Chapter 4 learning from the foreign laws of the protection of the creditors' benefit,porvides some concrete measures to improve China's laws and regulations of the creditors' benefit of one-member company.