A company refers to an enterprise legal person organization established by two or more shareholders for profit in accordance with the relevant provisions of the company law. It is the most important subject of commercial legal relationship in the field of commercial law. As one of the most important forms of enterprise organization in modern society, the company is the inevitable product of the development of commodity production and commodity exchange to a certain stage. The development level of the company determines the economic development level of each country to a certain extent.
Second, the characteristics of the company
As one of the basic legal forms of enterprises, companies have the following legal characteristics compared with other social and economic organizations:
(1) For-profit means that the company must be an enterprise legal person organization for profit. The profitability of the company is mainly manifested in two aspects: on the one hand, the company should directly engage in commodity production and operation activities, conduct independent accounting, be responsible for its own profits and losses, offset expenses with its own income, and be responsible for its own business activities; On the other hand, the company should distribute the benefits gained from its investment in an enterprise to its members, and make and obtain this distribution as its ultimate business purpose. The profit-making of a company can be clearly distinguished from non-profit-making public welfare undertakings and administrative companies with the purpose of state management and industry management.
(2) Collectivity is also called union and association, that is, the company is an association legal person composed of two or more shareholders. In traditional legal theory, legal persons are divided into corporate legal persons and consortium legal persons according to their different foundations. Anyone who obtains the qualification of independent subject of rights due to the combination of people is a corporate body, in other words, the so-called corporate body should refer to a social group composed of two or more members who are combined with each other for the same purpose. A consortium legal person refers to a group that independently enjoys rights and undertakes obligations because of the collection of property. A corporate body is established on the basis of its membership; A consortium legal person is based on property donation. A company is a typical corporate body. The corporate nature of a company includes the inherent requirement that a company should be established by more than two shareholders. Because the company needs the material basis of business activities-capital, shareholders should contribute to the formation of the material basis. Accordingly, a company can not only be a pure combination of people like a non-profit organization, but also have the nature of capital combination. The corporate nature of a company used to be the foundation of modern companies. Based on the requirements of the nature of the company, whether a one-person company has only one shareholder when it is established or is reduced to one shareholder after it is established, it has been regarded as a denial of the nature of the company and is prohibited by the company law. However, with the increasing recognition of one-man company in various countries, there is an obvious contradiction between this one-man company with only one shareholder and its legal nature, which greatly impacts the rationality of its legal nature. At present, in theory, one-man company can only be regarded as an exception to corporate companies.
(3) The nature of a company, also known as the nature of a legal person or independence, means that a company, as an enterprise organization, must have an independent legal person qualification, be able to enjoy rights and assume obligations in its own name, hold, acquire and dispose of property in its own name, and be able to bring a lawsuit and respond to a lawsuit in the court in its own name. In this regard, Article 3 of China's Company Law stipulates: "Limited liability companies and joint stock limited companies are enterprise legal persons." 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." As a legal person organization, the company is embodied as: 1. The company owns independent property. This independent property is not only the material and operating conditions for the company to carry out its business activities, but also the material guarantee for it to undertake its property obligations and responsibilities. China's company law has statutory requirements for company property, especially the company's minimum capital system. The company's property is mainly contributed by shareholders, and the company's profit accumulation or other means is also the source of the company's property. The company has an independent organization. A perfect organization is not only the organizational condition for the company to carry out normal business activities, but also the statutory requirement put forward by the company law for each company. Different from the organizational conditions required by the civil law for general enterprise legal persons, the company law has a stricter, more perfect and more standardized model for the organization of companies. This kind of organization includes the company's management organization and the company's business activities organization. The company's management organization is an organization that internally forms the company's decision-making, manages the company's affairs, and conducts business activities on behalf of the company, such as shareholders' meeting, board of directors, board of supervisors, manager, etc. The company's business activities include departments, accounting, auditing, supply and marketing agencies, etc. 3. The company shall bear legal responsibilities independently. As a commercial organization, the company participates in economic activities for profit. While enjoying a wide range of rights, we should also bear the obligations and risks arising from the exercise of rights. This is the requirement and embodiment of the legal principle of consistent rights and obligations and consistent interests and risks. However, the company is different from other forms of enterprise organization such as partnership. Unless the system of denying corporate personality is applied, the company can bear legal responsibilities completely independently, thus being completely separated from the personal responsibilities of shareholders. This independence in legal responsibility truly constitutes the concentrated expression of the company as an independent legal person.
(4) Legitimacy means that the company must be a legal person organization registered in accordance with the provisions of the Company Law. In modern society, the direct basis for the establishment of a company is the relevant legal provisions. In addition, the establishment of a company must conclude the articles of association, which should contain all necessary records required by law; Moreover, the company must go through legal procedures to register in the designated organ, and the articles of association are the main contents of company registration. On the other hand, as long as the registration procedures are completed, the company can obtain an independent personality different from its shareholders and creditors; You can carry out activities in your own name and participate in litigation in your own name, that is, you have an infinitely extended independent legal personality.