What are the principles of the enterprise company law? Pray for the great gods.

Contents of Basic Principles of Company Law (I) Principle of Balance of Interests The principle of balance of interests refers to the arrangement and realization of the company system, which is based on the principle of analyzing and balancing various interest relations that affect the development of the company and society under the conditions of modern market economy. Balance of interests means denying excessive protection of a certain interest. To adhere to the principle of interest balance, we need to better study the various interest relationships formed around the company, evaluate the impact of various relationships on the realization of the company's economic and social goals, and then on social development, and determine the status of various interests. Through institutionalized arrangement, the company, as a corporate legal form, can play a better social benefit and restrain its negative effects. The principle of interest balance is the basic principle of company law determined from the basic level of interest (economy), which can be said to be the first principle of company law. The institutional arrangement set by the company law is the result of balancing the interests of shareholders, creditors, employees and other public. "To say the least, the idea of fairness to realize the balance of interests of stakeholders has long been included in the original intention of designing the legal person system. ⑦ The change and development of the company system is also the result of compromise and balance around various interests, which is finally manifested through the change and development of the company law. Around the main company of market economy, there are different stakeholders such as shareholders, creditors and employees. In the long historical process of the company's evolution, shareholders, as the founders and investors of the company, gradually and completely protected their own interests from the corporate system level, which greatly changed the social development. Company creditors are the risk bearers of shareholders' foreign investment, and the protection of their interests is paid attention to and gradually protected because of transaction security and social and economic order. The owner of human capital is the real creator of enterprise wealth, and employees are the driving force of the company. Attending the close relationship between the realization of employees' interests and the existence of the company determines that the importance of protecting employees' interests is gradually recognized by people, and the protection of employees' interests has gradually developed from labor law to company law. With the development of society, other social public interests are gradually concerned by legislators. As the subject of various interests, the company has changed from the traditional shareholder representative to the representative of various interest relations, and gradually has relatively independent self-interests and is protected as an independent subject. (II) The principle of separation of powers and checks and balances refers to the institutional arrangement and realization of the company's effective operation, and it is a configuration principle based on the rational distribution and mutual checks and balances of various powers of the company. Decentralization and checks and balances will form an internal management system with clear rights and responsibilities, scientific management, incentives and constraints, which is the essence of company operation. ○ 1 1 Decentralized checks and balances are essentially different from the factory director (manager) responsibility management mode of state-owned enterprises in a sense. To adhere to the principle of separation of powers and checks and balances, it is necessary to analyze and define what powers should exist within the company and the appropriate distribution of powers, and build a system of checks and balances of various powers. The separation and balance of the three powers is the basic principle of company law from the perspective of power and the direct embodiment of the principle of balance of interests at the institutional level. Article 6 of China's "Company Law" stipulates that "the company implements an internal management system with clear rights and responsibilities, scientific management and combination of incentives and constraints. "This is a general provision in the general provisions, and there are specific provisions in the legal system of limited liability companies and joint stock limited companies. First of all, different organizations have different powers: the decision-making power on major issues of the company is exercised by shareholders (shareholders' meeting), the management power of the company is exercised by the board of directors (executive directors), and the supervision and inspection power of the company is exercised by supervisors (shareholders' meeting). The three rights of the company are independently exercised by three institutions, free from illegal interference and forming internal constraints. Secondly, the checks and balances between shareholders and shareholders (shareholders' associations) and the board of directors (executive directors), and between the board of directors and supervisors (associations) are clearly defined at the institutional level, which provides a clear legal basis for different power organs to take checks and balances measures and avoids improper concentration and abuse of power within the company. In addition, the Company Law clearly requires the company to establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council, which to some extent reflects that the company legislators should use the external factors of the company to restrain the company. In fact, this regulation also belongs to the distribution of power, and it is also a kind of check and balance measure to some extent for companies that mainly represent the tendency of shareholders. (III) Principle of Autonomy The principle of autonomy means that investors make important decisions and choose the managers of the company; As an independent market entity, the company operates independently and is responsible for its own profits and losses in accordance with the articles of association, and is not subject to illegal interference. The principle of autonomy conforms to the movement law of market subjects in the market: investors are responsible for their own decisions and choices; According to the company's articles of association, the company should independently respond to changes in the market and be responsible for all the consequences arising therefrom. The principle of autonomy fully embodies the main characteristics of the company as a market subject: the initiative of the market subject is in sharp contrast with the subsidiary position of the enterprise under the product system. Article 4 of the Company Law stipulates: "Shareholders of a company, as investors, enjoy the owner's right to benefit from assets, make major decisions and choose managers according to the amount of capital invested in the company. The company enjoys all legal person property rights formed by shareholders' investment, enjoys civil rights and bears civil liabilities according to law. Article 5 stipulates: "The company shall operate independently according to law with all its corporate property and be responsible for its own profits and losses. "These regulations embody two interdependent aspects of the principle of autonomy: on the one hand, investors have the right to make major decisions and choose managers, and they are responsible for their own actions, not investors who cannot exceed their responsibilities. On the other hand, the company independently organizes production and operation according to market demand and is responsible for its own actions. The independent activities of the company must abide by the market rules, because no one else is responsible for the company's actions. Companies abide by market rules, which can be manifested in their efforts to develop themselves and survive in market competition; It can also be manifested in the company's self-discipline and self-discipline. The principle of autonomy is a basic principle of company law, which prevents the excessive penetration of state power into the company's operation. However, we should also see that investors and companies always have various drawbacks in their autonomy, and state intervention has become a matter of course, such as limiting the principle of majority decision of shareholders (mainly to protect the interests of minority shareholders) and adopting the system of denying corporate personality. (4) The principle of equity equality of shareholders refers to the principle that shareholders enjoy equal treatment on the basis of their respective capital contributions (capital contributions or shares). The nature and amount of capital contribution are the same, and they are treated equally in the company's operation. Equality of shareholders' rights and interests does not exclude differences in rights and interests. Each shareholder shall enjoy rights and assume obligations according to the amount of capital contribution or the number of shares held by him. The rights and obligations enjoyed by shareholders are in direct proportion to the amount of capital contribution paid to the company. Less investment, less rights and less obligations; More investment, more power and heavier obligations. Equity can be divided into common shares and special shares. Shareholders with different stock rights have different rights and obligations. China's company law embodies the principle of equality of shareholders' equity. For example, the voting principle of "one share with one right" stipulated in the company law: one share of capital contribution or shares has one voting right, and several shares of capital contribution or shares have several voting rights; The issuing principle of "same share and same price": the issuing conditions and price of each share should be consistent. Any unit or individual shall pay the same price for each share subscribed; The principle of "the same share with the same profit": if a shareholder owns the same share, he must get the same share income, which is mainly reflected in the distribution of dividends, bonuses and surplus property. The principle of equality of shareholders' equity has prompted people to dispel their investment concerns, and the company's fund-raising can be realized quickly, and the company's operating mechanism is full of vitality. Of course, there are exceptions to the principle of shareholder equity equality. For example, in order to prevent the abuse of "capital majority decision", eliminate the de facto inequality of shareholders' equity, and appropriately limit the equity equality of shareholders. (V) The principle of shareholders' limited liability means that shareholders are liable to the company to the extent of their capital contribution (capital contribution or shares) and externally through the company as an intermediary. " Limited liability of shareholders is the cornerstone of modern company law. It can be said that the formation and establishment of modern corporate legal system and the perfection of various specific systems are closely related to the limited liability of shareholders. If the shareholder limited liability system is removed, the construction of modern company law will be difficult to support, and the modern company legal system will inevitably lose its focus. ○ 12 shareholders' limited liability is not a principle that existed since the company system came into being, but a product of the company's development to a certain historical stage. We regard the limited liability of shareholders as a basic principle, which is not only in line with the direction of modern company law, but also in line with the reality of company legislation in China. Article 3 of China's Company Law stipulates: "In a limited liability company, shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the company's debts with all its assets. In a joint stock limited company, all its capital is divided into equal shares, and shareholders are responsible for the company to the extent of their shares, and the company is responsible for the company's debts with all its assets. " The principle of shareholders' limited liability has two meanings: first, shareholders are liable to the company to the extent of their capital contribution or shares held, which is a statutory limited liability; Second, the company's independent responsibility, shareholder responsibility and corporate responsibility are separated from each other. Shareholders are responsible to the company, not to the creditors of the company; The company's responsibility belongs to the company's responsibility, and in principle, it cannot be recourse to shareholders. The principle of limited liability of shareholders has played a great role in promoting the development of the company. However, the limited liability of shareholders also has defects, for example, it is not conducive to protecting the interests of creditors and victims. In the practice of company law, we should fully realize the positive role of the principle of shareholders' limited liability and take appropriate measures to make the principle of shareholders' limited liability play its positive role as much as possible and avoid possible negative effects. reference data