海峡两岸公司分立制度比较研究
发布时间：2018-11-25 09:58
【摘要】：公司分立是公司适应经济环境变迁,提升企业竞争力而进行公司重组的重要方式。鉴于公司分立发挥的重要作用,越来越多国家和地区的立法对公司分立进行了规制。但目前我国公司分立法制非常不完善,诸如公司分立类型单一、公司分立程序粗略、公司分立效力不明确等问题。我国台湾地区“公司法”于2001年引入公司分立制度,尽管引入时间较晚,但其在诸多方面的规定较之大陆地区,具有一定先进性,值得我国大陆地区进行借鉴。文章首先对公司分立制度进行简要概述,其后利用比较分析法,从公司分立类型、程序和法律效果三个方面,对两岸公司分立制度进行比较研究。通过考察我国大陆地区和台湾地区相关立法,比较两者之间的差异并进行利弊分析,在参考与借鉴的基础上,对完善我国大陆地区公司分立制度提出合理化建议:在公司分立类型上,引入吸收分立、非比例型分立、共同分立等分立类型,使公司分立类型多样化;在公司分立程序上,建立分立过程中的信息公开制度、引入简易分立和检查人等制度,提高公司分立效率,保障利害关系人利益;在公司分立法律效果上,采用“部分概括继承”原理,明确公司分立效力,限制连带责任的财产范围和时间,在债权人利益保护和分立后公司发展之间寻求平衡。
[Abstract]:Corporate separation is an important way for companies to adapt to the changes of economic environment and enhance the competitiveness of enterprises. In view of the important role of corporate division, more and more countries and regions regulate the division of companies. However, at present, the legal system of company separation in our country is very imperfect, such as the single type of company separation, the rough procedure of company separation, the unclear effectiveness of company separation and so on. The Company Law of Taiwan region introduced the system of company separation in 2001. Although it was introduced later, its provisions in many aspects are more advanced than those in mainland China, which is worthy of reference in mainland China. Firstly, this paper gives a brief overview of the company separation system, and then, by means of comparative analysis, makes a comparative study on the company separation system between the two sides of the strait from three aspects: the type of company separation, the procedure and the legal effect. By investigating the relevant legislation in mainland China and Taiwan, comparing the differences between the two, and analyzing the advantages and disadvantages, on the basis of reference and reference, Some reasonable suggestions are put forward to perfect the company separation system in the mainland of China: on the type of company separation, we should introduce absorption separation, non-proportional separation, common separation and so on, so as to diversify the types of company separation; In the process of company separation, the information disclosure system should be established, and the system of simple separation and inspector should be introduced to improve the efficiency of company separation and protect the interests of interested parties. In the legal effect of company separation, the principle of "partial generalized inheritance" is adopted, the validity of division of company is clarified, the scope and time of joint and several liability is limited, and the balance is sought between the protection of creditors' interests and the development of the company after separation.
【学位授予单位】：华中科技大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2355693
[Abstract]:Corporate separation is an important way for companies to adapt to the changes of economic environment and enhance the competitiveness of enterprises. In view of the important role of corporate division, more and more countries and regions regulate the division of companies. However, at present, the legal system of company separation in our country is very imperfect, such as the single type of company separation, the rough procedure of company separation, the unclear effectiveness of company separation and so on. The Company Law of Taiwan region introduced the system of company separation in 2001. Although it was introduced later, its provisions in many aspects are more advanced than those in mainland China, which is worthy of reference in mainland China. Firstly, this paper gives a brief overview of the company separation system, and then, by means of comparative analysis, makes a comparative study on the company separation system between the two sides of the strait from three aspects: the type of company separation, the procedure and the legal effect. By investigating the relevant legislation in mainland China and Taiwan, comparing the differences between the two, and analyzing the advantages and disadvantages, on the basis of reference and reference, Some reasonable suggestions are put forward to perfect the company separation system in the mainland of China: on the type of company separation, we should introduce absorption separation, non-proportional separation, common separation and so on, so as to diversify the types of company separation; In the process of company separation, the information disclosure system should be established, and the system of simple separation and inspector should be introduced to improve the efficiency of company separation and protect the interests of interested parties. In the legal effect of company separation, the principle of "partial generalized inheritance" is adopted, the validity of division of company is clarified, the scope and time of joint and several liability is limited, and the balance is sought between the protection of creditors' interests and the development of the company after separation.
【学位授予单位】：华中科技大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关博士学位论文 前1条
1 苏三永;公司分立制度研究[D];中国政法大学;2005年
，本文编号：2355693
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