Contract law and company law are two different legal systems and belong to different legal departments.
I. Contract Law
Contract law belongs to the civil law department, which is the general name of legal norms to adjust the rights and obligations arising from the contractual relationship between equal subjects. The main task of contract law is to standardize the conclusion, performance, modification and termination of contracts, protect the legitimate rights and interests of the parties and maintain social and economic order.
According to the Contract Law of People's Republic of China (PRC), a contract is an agreement between natural persons, legal persons and other organizations as equal subjects to establish, change and terminate the relationship of civil rights and obligations. A legally established contract is legally binding on the parties. The parties shall perform their obligations as agreed, and shall not alter or terminate the contract without authorization. Contracts established according to law are protected by law.
Second, the company law
Company law belongs to the commercial law department, and it is the general name of legal norms that regulate the establishment, operation, change and termination of companies. The main task of the company law is to establish the legal status and obligations of the company, protect the legitimate rights and interests of shareholders and creditors, and maintain the market economic order.
According to the Company Law of People's Republic of China (PRC), a company is an enterprise legal person with independent legal person property and legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
To sum up:
Contract law and company law are two different legal departments, belonging to civil law department and commercial law department respectively. There are differences in the object of adjustment and legal norms between them. Contract law mainly focuses on the civil legal relationship between equal subjects and regulates the conclusion, performance, modification and termination of contracts. The company law mainly focuses on the legal status, rights and obligations of the company, and regulates the establishment, operation, change and termination of the company. Both of them play an important role in protecting the legitimate rights and interests of the parties and maintaining social and economic order.
Legal basis:
Article 2 of the Contract Law of People's Republic of China (PRC) stipulates that the contract referred to in this Law is an agreement between natural persons, legal persons and other organizations with equal subjects to establish, change and terminate civil rights and obligations. Other laws shall apply to the agreements on identity relations such as marriage, adoption and guardianship.
Article 8 of the Contract Law of People's Republic of China (PRC) stipulates that a legally established contract is legally binding on the parties. The parties shall perform their obligations as agreed, and shall not alter or terminate the contract without authorization. Contracts established according to law are protected by law.
Article 3 of the Company Law of People's Republic of China (PRC) stipulates that a company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.