중국 회사법상 유한회사의 지배구조에 관한 소고

A Note on the corporate governance of the Limited Liability Company in China

After the Reformation and Open-market Policy in 1978, which was made at the Third Plenary Session of the 11th Central Committee of the Communist Party of China, the National People’s Congress enacted the Act on the Foreign Joint Stock Limited Company (hereinafter referred to as “AFJSLC”) in 1979. The AFJSLC introduced the concept of the limited liability Company (hereinafter referred to LLC) to the Chinese business world. Even though the Corporation Act in 1993 allows the type of the stock company, the LLC is still dominant in the type of business in China. According to the Corporation Act, the organization of the AFJSLS consists of the general meeting of the member, the board of the directors, and the board of the auditors. The management power of the AFJSLS belongs to the board of the directors, and the supervision power of the AFJSLS belongs to the board of the auditors. The board of the directors can nominate the management director to assign the enforcement power. Since the type of the LLC was designed to be used by small and medium enterprises, the AFJSLS allows the LLC for the flexibility of the corporate governance through the Articles of the LLC. In business practice, the management director exercises overwhelming power over the other organization, exceeding power allotted by the provisions of the AFJSLS. Before 1993, in the process of the reform of the state-owned enterprise, the state-owned enterprise adopted the system of the factory manager with both the management power and supervision power. But even if the system of the factory manager was abolished by the corporation Act of 1993, the concept of the people toward the corporate governance has not changed. Therefore it is recommend that the measures for the protection of the minority member against the abuse of the management director should be introduce to the LLC.