Reflection On The Legal Representative System Of Chinese Companies

Companies have been defined their legal person personality through the legal form of modern countries. Different periods of scholars based on its social environment, economic development and the differences in the concept of culture, put forward various theories. Each theory has its rationality and deficiencies, a theory can not completely be sure. Throughout the world,the present legislation of legal person are adopted by most of the civil law countries,the said legal fiction is popular in countries of Anglo-American law system. But regardless of the legal nature of theory, the behavior of the company eventually need with the aid of a natural person.Continental law system countries use representations theory, the company representative on behalf of the company. In common law countries, the use of the compatible with legal fiction said agent said the law in the name of the company representative, the company's action by the company directors, managers and senior staff of the agent, the staff regulation corporation and agency law shall apply. At the same time, countries around the world generally respect the company autonomy, allows the company through the freedom of choice to the articles of association of the company representative mode.The legal representative of the company legal person system in China, through the analysis of the formation of the historical background, it can be seen that the formation of the company's legal representative system in China is the product of specific historical conditions, and the characteristics such as its statutory, uniqueness, brought many disadvantages in practice, both excessive intervention company autonomy, is not conducive to good corporate governance, and cause the lack of specific case company on behalf of the principal, make the company and its shareholders' equity has the danger of damage, and is not conducive to protect the transaction security.So we should clarify the legal nature, pay more attention to the legal person of instrumental, and use the agency system, at the same time, fully respect the company autonomy, allows the company to decide its representative model, and establish the company representative director with the representative director of equal status, clear special circumstances companies on behalf of the principal, in order to perfect the system of the company representative in our country.