(Source: "China Market Supervision News" 2024-06-21)
On June 5, 2024, an online seminar on the company w88 casino system of the new Company Law of the People's Republic of China (hereinafter referred to as the new Company Law) was held. The seminar focused on the company w88 casino system of the new Company Law. It was hosted by Wu Chen, director of the Company Law Professional Committee of the All-China Lawyers Association and director of Beijing Chenzhang Law Firm. The speakers wereLou Qiuran, associate professor at the w88 casino of Law, w88 casino, Li Shihong, associate professor at the w88 casino of International Finance Law of East China University of Political Science and Law, and Wang Dengwei, partner of Henan Wenfeng Law Firm.
Wu Chen said that w88 casino runs through the entire life cycle of a company and involves many major issues of corporate governance. The new "Company Law" has a dedicated chapter on company w88 casino, which focuses on matters and procedures related to establishment, change, and cancellation of w88 casino, aiming to solve some theoretical and practical problems that have long plagued company w88 casino.
The regulatory system is more complete and logical
Lou Qiuranbelieves that the new "Company Law" has made a lot of progress in the company w88 casino system, but it may be limited by the length or the positioning of substantive law, and there are still some specific issues that need to be improved. The main aspects of improvement are: first, the special chapter system has raised the company w88 casino system from its original free and fragmented state to a legal level. Second, closely focusing on the reform of the capital system will help implement related systems such as the time-limited subscription system. Third, directly address the pain points in practice and provide a clear response to the disputes in the original regulations. Fourth, the added new rules will help promote the liquidation of business entities. For example, the mandatory cancellation system will help solve the long-standing problem of zombie companies in practice. The shortcoming is that there are still some problems that cannot be clarified at the theoretical level, and some practical operations need to be improved and strengthened.
Li Shihong believes that this revision of the company w88 casino system is relatively detailed and even stipulates some specifications that are generally designed by regulations or implementation rules, which has certain advantages. However, there is currently no way to standardize the w88 casino of commercial organizations from an abstract and general level. There is an urgent need to issue a general commercial code to solve some problems from a more macro and comprehensive perspective.
Lawyer Wang Dengwei believes that the new Company Law has a separate chapter for the company w88 casino system, which centralizes the originally scattered norms and covers the entire life cycle of the company, making the normative system more sound and logical, highlighting the nature of the Company Law as an organizational law and the status of the basic commercial law. In addition, the special chapter has carried out many institutional innovations, such as deregistration, distinction between two types of public disclosure obligations, etc., which also laid the foundation for subsequent departmental regulations or special commercial legislation and left some institutional space.
w88 casino authority’s review responsibility
The new "Company Law" does not clearly stipulate the w88 casino authority's responsibility for reviewing application materials. Although Article 19 of the "Regulations on the w88 casino and Management of Market Entities" stipulates formal review, there is a view in judicial practice that the w88 casino authority should "prudently review", and there is also a practice of substantive review in practice. So, what is the review responsibility of the w88 casino authority? Are there any unified standards?
Lou QiuranIt is believed that the w88 casino authority’s review responsibility is limited to formal review. There are cost considerations behind the formal review stipulated in laws and regulations. As an administrative agency, the w88 casino authority's "prudent review" requirements still do not go beyond the scope of formal review. Judging from the third paragraph of Article 34 of the Administrative Licensing Law of the People's Republic of China (hereinafter referred to as the "Administrative Licensing Law"), in practice some substantive reviews conducted by the w88 casino authorities are more like rights than obligations. The new "Company Law" stipulates that the w88 casino authority may require companies with "two abnormalities" to make w88 casino adjustments in accordance with the law, and authorizes the State Council to formulate specific implementation measures. Therefore, from the perspective of authorized legislation, this review by the w88 casino authority has legal basis.
Li Shihong agrees that the company w88 casino authority is limited to formal review, and discusses it based on three specific situations. First, in practice, company names that are too long may be rejected when applying for w88 casino, reflecting the tendency of the w88 casino authority to conduct substantive review. Second, the current articles of association of various companies are relatively standardized texts, which may be subject to substantive review. Personalized articles of association do not seem to be accepted. It is recommended to relax as much as possible and allow the emergence of diversified articles of association to enrich the types of commercial organizations and market business practices. Third, w88 casino matters other than company establishment, such as equity transfer and change of legal representative, cannot be understood as administrative licensing. It is recommended to construct a system from the perspective of the Administrative Licensing Law and in conjunction with the Company Law to clarify which behaviors are administrative licensing or administrative confirmations in order to better guide the behaviors of all parties.
Wang Dengwei believes that the formal review of commercial behavior by the company w88 casino authority has greater certainty, and the degree of intervention in the business entity is more in line with the essence of commercial law. Although there is theoretical controversy over whether company w88 casino is an administrative license or an administrative confirmation, judging from the development of my country's company establishment system from approvalism to today's normism plus the distinction between exception licensing, w88 casino behavior and supervision behavior, as well as the distinction between w88 casino matters and filing matters, the w88 casino authority avoids excessive substantive review, which is more in line with the evolving trend of commercial legal concepts and is more conducive to stimulating the vitality of market entities.
Effectiveness of w88 casino matters and filing matters
The "Company Law" and related regulations divide company information into w88 casino matters, filing matters and self-disclosure matters. Why do we need to distinguish? The Company Law clearly stipulates that registered matters can be used against bona fide counterparts. What is the legal effect of the other two matters?
Lou Qiuranbelieves that the distinction of company information is the result of a balance of multiple values, including transaction security and convenience, national macroeconomic control, w88 secret protection, administrative agency management costs, etc. Regarding the issue of confrontational effectiveness caused by different disclosure entities, the mainstream view is that, taking into account the factor of national mandatory endorsement, the information disclosed by the company registration authority has confrontational effectiveness, while the information disclosed by the company should not have confrontational effectiveness, but this may cause the company to lose the motivation to proactively disclose.
Li Shihong analyzed the company’s information typing from the perspective of cost and benefit. Regulatory agencies tend to list information that is closely related to company establishment and that is less difficult to obtain as necessary establishment w88 casino matters. For companies, in addition to the cost of information acquisition and disclosure, when disclosure is beneficial to operations, such as helping to reduce transaction costs, it will be motivated to implement it. Otherwise, it will only become a burden and it will be difficult to achieve the purpose of the system.
Wang Dengwei said that from a legislative perspective, w88 casino matters are enumerated in a closed manner by the Company Law, without any blanket arrangements, while filing matters are enumerated in an open manner by the "Regulations on the w88 casino and Management of Market Entities", and the provisions on w88 casino matters are at a higher legal level. From a progressive relationship point of view, the law clearly stipulates that w88 casino matters should be publicized, and the obligor of publicity is the w88 casino authority, thus generating trust interests and confrontational effects; the registered information does not involve the counterparty, and is logically different from the problem solved by the registered information, and is more of a regulatory category. Disclosure matters extend beyond w88 casino matters, including the disclosure obligations of the w88 casino authority and the company. The latter does not necessarily have a confrontational effect. It requires a comprehensive case-by-case analysis of specific circumstances such as transaction scenarios and the subject's duty of care.
Prospects of the cleanup w88 casino system
Article 10 of the new Company Law stipulates the resignation of the legal representative, and Article 35 stipulates that the application for change of the legal representative must be signed by the changed legal representative. Are various types of liquidation registrations, typically represented by the liquidation w88 casino of legal representatives, expected to be directly resolved by administrative agencies due to the provisions of the new Company Law? Will this reduce the need for liquidation w88 casino through judicial decisions?
Lou Qiuranbelieves that the new "Company Law" stipulates that the application for change of legal representative must be signed by the changed legal representative, which is a confirmation of the previous provisions at the level of the "Company Law" and is an improvement. However, it is not optimistic about the resolution of such corporate disputes and deregistration issues in the future. The cultural factors behind certain social phenomena transcend legal influence. For example, even though judicial practice and multiple normative documents stipulate that "people are greater than the seal", people still have greater trust in the official seal, so the phenomenon of "official seal grabbing" occurs. The legal representative system also has its own cultural background. The transaction counterparty and the company w88 casino authority may have a higher degree of trust in the original legal representative. As a result, there are still certain obstacles to the direct deregistration of the changed legal representative with the administrative agency.
Li Shihong said that my country has always had a historical and cultural background of the legal representative system, and the view that the legal representative cannot be absent as a company's organizational structure may have an adverse impact on the implementation of the new "Company Law" that "the company shall determine a new legal representative within thirty days from the date of the resignation of the legal representative." For problems such as possible vacancies caused by a single legal representative, a legal representative sequence system can be introduced to solve the problem.
Wang Dengwei said that in practice, the judgment and execution coordination regarding erasure w88 casino are not uniform. The issue of the legal representative as a w88 casino matter can be filed or adjudicated according to "clearance", while the w88 casino matter of directors, supervisors and senior management only involves the confirmation of facts and not w88 casino and removal. In this regard, whether judicial interpretations and business entity w88 casino rules can be refined and optimized to avoid a large number of lawsuits by establishing some linking systems so that directors, supervisors, and senior executives can achieve convenient identity changes and termination of responsibilities without litigation. This may be another matter that the new Company Law requires institutional responses to while strengthening the responsibilities of directors, supervisors, and senior executives.
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