The Theory and Practice of the Company Registration Legislation
Date Issued
2009
Date
2009
Author(s)
Chen, Pei-Ching
Abstract
Limited liability is an important feature in company legislation. Under limited liability, legal system creates publicity principle to protect the public and market safety. It has been long been recognized that the “price” that company must pay for the privilege of limited liability is a fair degree of openness and publicity about their affairs. With the gradual progress of the times, function of the company registration is not merely only that a country controls the ways company passing in and out door of the market. At present which commercial transaction is heated, the disclosure function of registration is undoubtedly more significant. Company registration is a kind of information disclosure. Company enroll the statutory information on the registry through the authority to help the market participates assess risk and legal relationship with company.
European Union is devoted to dispelling the obstacle of market circulation of every member state in order to reach the goal of the single market of Europe. In the course of establishing the single market, the integration of enterprise legislation in various countries becomes the essential condition of setting up the single market. Seeing that disclosure principle has little impact to market management and can be implemented in every member state rapidly and effectively, European Union enact many company directives to require company to comply with publicity obligation with a view to provide minimum transaction safety among the member states.
The Joint Stock Companies Act 1844 which British endowed a company with separate legal personality through administrative registration is the earliest company resignation system. Company registration in British which has been developing about two centuries is quite exquisite and not inferior to continent law. Although Company registration in British maintains its traditional character, it is harmonizing with other Europe continent countries such as German and France under European Union company directives.
Company registration in Taiwan was extensively revised in 2001. If we analyze the rationale about the revised context, we can find that it was innovated from viewpoint of administrative management. Although provision about registration system in company law was widely amended this time, it was merely a change in administrative procedure and words. European Union and British value the disclosure function of company registration on a market, and deliberate the true purport of company registration which can provide a good inspiration to our company registration system.
Subjects
limited liability
publicity principle
company registration legislation
EU company law directives
British company registration
disclosure
Type
thesis
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