曾宛如2006-07-252018-07-052006-07-252018-07-052002http://ntur.lib.ntu.edu.tw//handle/246246/12840我國公司法對於公司種類之規定係見 於公司法第二條，共計有四種：無限公司、 有限公司、兩合公司與股份有限公司。其 中由於無限公司之股東需就公司債務負連 帶無限清償責任，故實質上與合夥之差異 僅止於法人格之有無。而兩合公司之股東 分為有限責任股東與無限責任股東，故為民法上隱名合夥之法人化設計。至於採取股東有限責任者則有有限公 司與股份有限公司。前者主要是為家族、 小型公司所設計，故2001 年11 月修正前 之公司法將其股東人數限於5 至21 人，現 已取消此人數上下限。後者則意圖為大規模企業提供組織之選擇。經過七十幾年之演變，我們發現無限 公司及兩合公司之家數一直偏低。長久以 來，無限公司都在數十家之譜，如2002 年 5 月，其僅有35 家。至於兩合公司更是稀少，僅有14 至15 家。這種現象不僅令我們懷疑制度上是否 出現了什麼問題以致於企業經營者不採取 此種公司種類。推其故，人莫不偏好有限 責任，是以本研究計畫實際調查採取無限 公司及兩合公司為種類之經營者做此決定 之原因，許多公司實際上已停擺。仍在營 業者多亦不詳其選擇之原因，有公司則表 示是依會計師之建議以便享有稅的優惠。 是以，本文初步結論認為廢除此二種公司之組織似乎並無妨礙。Nowadays, the types of companies found in Taiwan are fourfold: the unlimited company, the limited company, the unlimited company with members with limited liability, and the company limited by shares. It is worth briefly explaining their characteristics here. The unlimited company is comprised of two or more members who bear unlimited liability jointly and severally for the debts of the company. No substantial differences can be identified between the unlimited company and the partnership except that the former has a legal personality distinct from its members. The limited company is incorporated by one or more members (since November 2001, for the first time, the Taiwan Company Law has permitted the incorporation of a one-person company). It is a closed company, but its control and ownership have been separated. In this type of company, there are no shares; a member cannot transfer all or any part of his or her contribution to the capital of the company to non-members without the consent of the majority of all other members. The unlimited company with members having limited liability is organized by one or more members with unlimited liability and by one or more members having limited liability. Members with unlimited liability are jointly and severally liable for corporate debts, just like those members of the unlimited company. Aside from this, members bearing limited liability are responsible for company debts, but these are limited to the amounts of capital contributed by them. While members with unlimited liability run the business, the function of members with limited liability is only to provide the company with capital. The company limited by shares is incorporated by two or more natural persons (or in the case where a company or government is the shareholder, the one-person company is admitted), and each shareholder is liable to the company in the amount of the shares subscribed by him. In the “Re-structuring the Taiwan Company Law”, on account of the extremely small number of unlimited companies (only 32) and of unlimited companies with members with limited liability (only 15) in Taiwan, the proposed change is to abolish these two types of companies in future legislation. Meanwhile, based on the interview, we found that most of these two types companies are no longer in operation; even so, some of the entrepreneurs do not understand the reasons of choosing such type of company at the very beginning by the promoters.application/pdf231442 bytesapplication/pdfzh-TW國立臺灣大學法律學系暨研究所無限公司有限公司兩合公司 股份有限公司經濟部有限責任合夥unlimited companylimited companyunlimited company with members with limited liabilitycompany limited by sharesthe Ministry of Economic Affairslimited liabilitypartnershipreporthttp://ntur.lib.ntu.edu.tw/bitstream/246246/12840/1/902414H002032.pdf