brief introduction
One-man company has broad sense and narrow sense. One-man company in a broad sense includes formal one-man company and substantive one-man company. Substantial one-man company means that when the company is established, the number of shareholders of the company reaches the statutory minimum number, but only one investor (legal person or natural person) actually owns the shares, while other shareholders or investors all evade the provisions of the company law. Substantial one-man companies only exist in countries or regions where one-man companies are allowed to be established. In the formal sense, a one-man company refers to a company with only one shareholder and all its shares or contributions are under its control. One-man company in this form can be divided into one-man company at the time of establishment and one-man company after establishment. The former mainly exists in countries and regions that allow the establishment of one-person companies, that is, the company has only one shareholder when it is established; In the latter case, a quorum is reached when the company is established. However, due to the transfer, donation and inheritance of shares, only one shareholder controls all the capital contribution or shares of the company. This kind of company generally exists only when it is not allowed to set up a one-man company but the surviving company is allowed to become a one-man company.
develop
As far as the true meaning of one-man company is concerned, there are two kinds of companies: one-man company in form and one-man company in essence. The former means that the company's capital contribution or shares are only held by a single shareholder, and the company has one and only one shareholder. When the company is established, a shareholder is recorded in the articles of association or registered in the company. Exceptionally, although the company was founded with more than one shareholder, all the capital or shares of the company were transferred to one shareholder during the company's existence. These two situations are usually called primary one-man company and secondary one-man company by scholars. The latter means that the number of shareholders of a company is plural in form, but in essence, only one person is the "real shareholder" or "person with real equity" of the company, and the rest of the shareholders are just to satisfy the law.
One-man company has received enthusiastic support from entrepreneurs.
The legal requirement for the minimum number of shareholders in a company is only that nominal shareholders hold certain shares for the benefit of real shareholders. Nominal shareholders are usually trustees of real shareholders' capital contributions or shares.
appear
In fact, with the continuous development of economy, especially the continuous development of market economy, individual investors take the form of limited liability companies or joint stock limited companies in pursuit of limited liability interests. /kloc-before the 0/7th century, the concept that economic organizations only undertake limited liability to the outside world did not develop, and the system that companies only undertake limited liability to the outside world was established after the 0/7th century. At that time, the first person to enter human society was a joint-stock company. The joint stock limited company is only applicable to large enterprises, which excludes many small and medium-sized enterprises from limited liability. Moreover, in order to protect the creditors and counterparties of the company, the establishment of the company must be limited by the capital and the number of shareholders.
/kloc-At the beginning of the 9th century, the advent of limited liability companies solved the limited liability problems of many small and medium-sized enterprises, but the small and medium-sized enterprises founded by one person were still excluded from the limited liability scope. At the end of 19, the development of market economy accelerated and the strength of individual capital increased. When individual investors can't contribute, it is urgent to solve the problem of limited liability in order to limit the scope of losses to the minimum. Some people began to make up for the number of legal shareholders by attracting people to buy shares. They only set up an enterprise legal person in the form of a joint stock limited company or a limited company, but they can enjoy the essence of a one-person limited liability company. The earliest and most typical case of one-man company is 1897 "Salom v Salome Limited" in Britain, which marks the legal establishment of one-man company. Since the Saskatchewan case, the legal person of one-man company has embarked on the road of legislation from its de facto existence. The above case has always been considered as a typical case of essentially recognizing one-man company. The first one to affirm the legal status of a one-man company by written law should be the Law on Natural Persons and Companies promulgated by Leicestershire in 1925.
Western legislation
The attitude towards one-man company has generally experienced from the prohibition of the establishment of one-man company in the company laws of various countries, to the gradual recognition of the existence of one-man company, and then to the recognition of its legitimacy. The only difference is that the specific provisions of different countries are different. One-man company system has been accepted by developed countries (regions) in the world in a direct or indirect way since the implementation of Liechtenstein system for 70 years. From a global perspective, there are not many countries that completely ban one-man companies, but most of them are fully affirmed or conditionally recognized. Some countries, such as Leicestershire, Germany, Japan and Canada, not only allow the establishment of one-person limited liability companies, but also allow the establishment of one-person limited liability companies; Some countries, such as France, Belgium and Denmark, only allow the establishment of a one-person limited liability company; Austria, Switzerland and other countries prohibit the establishment of the original one-man company, but they do not deny the one-man company with secondary hairstyle.
Organization of one-man company
company law
China's "Company Law" stipulates one-man company in Articles 57 ~63. As a later added regulation, it shows the recognition of one-man company in China.
Article 57 The provisions of this section shall apply to the establishment and organization of a one-person limited liability company. Where there are no provisions in this section, the provisions in the first and second sections of this chapter shall apply.
A one-person limited liability company as mentioned in this Law refers to a limited liability company with only one natural person shareholder or one corporate shareholders.
Article 58 A natural person can only invest in the establishment of a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.
Article 59 A one-person limited liability company shall indicate the sole proprietorship of a natural person or legal person in the company registration and indicate it in the company business license.
Article 60 The articles of association of a one-person limited liability company shall be formulated by the shareholders.
Article 61 A one-person limited liability company shall not set up a shareholders' meeting. When making the decisions listed in the first paragraph of Article 38 of this Law, the shareholders shall make them in writing and keep them in the company after being signed by the shareholders.
Article 62 A one-person limited liability company shall make financial and accounting reports at the end of each fiscal year and audit them by an accounting firm.
Article 63 If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts.
organization structure
Because the external form of the substantive one-man company fully conforms to the relevant provisions of the company law, there is no problem in the establishment of its organizational structure, so this paper does not discuss the substantive one-man company. In the case of one-man company, because the company is still a limited company or a joint stock limited company, it is still necessary to set up business executive bodies such as shareholders' meeting, directors, board of directors and board of supervisors according to the opinions of various countries. Because the stakeholders after the implementation of the company's business are not shareholders, others are creditors who have an interest in the company, third parties in relative transactions and future share transferees. However, due to the existing laws of all countries in the world (except France), there is no separate legislation according to the characteristics of one-man companies, or exclusive provisions applicable to one-man companies are added to commercial laws and other related laws. [14] However, the theoretical framework of the current law is a group law framework based on the premise of plural shareholders, which is completely incompatible with the characteristics of a one-person company with only one shareholder. Therefore, it is often difficult for a one-man company to apply the existing laws. Therefore, we should according to A.
Zhengzhou's first one-man company
One-man company is different from the traditional company law. According to the characteristics of one-man company, we set up our own organization through separate legislation.
There is no need to insist that a one-man company must set up a shareholders' meeting when there is only one shareholder and it is actually impossible to set up a shareholders' meeting. One-man company has a single property right, and the shareholders' meeting loses its foundation of existence. Shareholders can express their opinions directly without going through the general meeting of shareholders. Otherwise, it will come to the far-fetched conclusion that "the attendance of a single shareholder is equal to the shareholders' general meeting attended by all shareholders as stipulated in the Company Law, and there is no need to apply the procedural provisions for convening the meeting" and "the authority granted to a single shareholder by the shareholders' general meeting". I think the shareholders' meeting of a one-person company should be arbitrary, and whether it is established or not depends on the needs of the company. There is no need to force the company to set up a shareholders' meeting.
There is no need to set up a board of directors for a one-person company. According to the practical experience of earlier recognition of one-man companies abroad, one-man companies are mostly reorganized from small and medium-sized individual enterprises in addition to the state-owned nature. Each company has little working capital; In addition, in order to centralize management power, most institutions only have a single shareholder as the sole director of the company. Therefore, we don't need to hire others as directors of the company, otherwise it will not only lead to decentralization of rights, but also increase unnecessary personnel costs. In the case that most one-man companies have only one director, it is tantamount to taking a drastic measure to force one-man companies to add a head director to make up for it. If this is the case, the consequences will not only make the organization a nominal institution, but also breed troubles in the internal relations of a one-person company, such as the head of the company exercising his powers, demanding salary and running for chairman. Therefore, I think the board of directors of a one-person company should be arbitrary. Whether it is established depends on the needs of the company, and there is no need to force the company to set up a board of directors.
A one-person company must set up a board of supervisors. When a limited company is not a one-man company, because its shareholders are plural, if there is no supervisory organ inside it, its internal supervision can achieve a certain degree of supervision function through checks and balances formed by conflicts of interests among shareholders. In addition, with the full play of the regulatory power of government agencies, traditional non-one-person companies will not cause too many problems. However, if a one-man company does not set up a supervisory organ, the economic problems that may be caused will not be completely controlled by the government because of the lack of a supervisory mechanism within the company and if the government only undertakes all supervisory responsibilities. Therefore, the arbitrary provisions of limited companies should not be fully applied, but compulsory establishment measures should be taken. Because modern company theory requires companies to assume certain social responsibilities, not just for profit, the company's operation is closely related to social and economic development. Therefore, in order to protect the interests of creditors and social public interests, it should be stipulated that one-person companies must set up internal supervision institutions.
being value
Before one-man company appeared, ordinary investors took necessary "legal shareholders" to avoid losses to the company. On the one hand, it meets the requirements of the company law for the minimum number of shareholders; On the other hand, it can avoid the losses caused by the dissolution of the company. After establishing a one-man company in this way, many social and economic problems have arisen. For example, firstly, the ownership of shares held by nominal shareholders, which is the most common transaction, should be regulated. Secondly, in order to meet the requirements of at least three directors, the chief director insists on exercising the power of directors, which will inevitably lead to conflicts and lawsuits of management rights, or conflicts will inevitably arise when the real shareholders leave when the company is insolvent and the nominal shareholders cannot pay off their debts for the real shareholders. Third, the parent company can completely control its subsidiaries to engage in illegal acts such as infringement of creditor's rights, stock speculation, evasion of debts, or engage in illegal acts. Today, with the proliferation of one-man companies, instead of blindly refusing to recognize or prohibit one-man companies, we should formally face one-man companies, recognize their legal personality in the form of legislation, and bring them into the legal system for management. Otherwise, it is not the blessing of society to let more and more companies exist in society, but legal persons, which cannot be true. From an economic point of view, one-man company does have its existence value for the following reasons:
1. One-person company can make the sole investor make maximum use of the principle of limited liability to avoid business risks and maximize economic efficiency.
2. One-person companies are mostly small and medium-sized companies, which not only makes it easier for companies to operate and manage, but also reduces operating costs.
3. After a large-scale company establishes a one-person company through reinvestment, it can spread its business risks.
4. After the establishment of a one-person company, if the original shareholder dies, the company can continue to operate, and the company will not be dissolved because of the death of the shareholder, so it can produce enterprise maintenance benefits, which is of positive significance to the overall economic development and maintenance of the country.
5, is conducive to the development of high-tech, high-risk emerging industries. Whether enterprises entering high-tech and high-risk emerging industries can win in the competition depends mainly on the advanced level of high technology and the accurate grasp of investment opportunities, rather than the quantity and scale of capital or high-quality people. One-man company has the characteristics of weak capital cooperation but outstanding human cooperation, and is the best organizational form for small and medium-sized investment.
halt
Although one-man company has its important value, its disadvantages are also obvious:
Lack of protection for the interests of creditors and other related groups.
Nowadays, the market economy is very active. All the shares or capital contributions of a one-person company are owned by a single shareholder. Due to the single shareholder, a one-man company cannot establish a shareholders' meeting and a board of supervisors to restrict and supervise the performance of one-man shareholders. Although under the condition of market economy, risks are inevitable. However, in the case of one-man company, it is unfavorable to the counterparty, which makes the transaction risk greater, and then affects the development of economic trade and social and economic order. Especially in a one-man company, the property of the company and the property of one-man shareholders are easily confused. Where the company's business premises are mixed with the natural person's residence, the wholly-owned subsidiary and the parent company's business premises are the same place. Moreover, shareholders often do not strictly distinguish between corporate property and personal property. The company's property is used for personal expenses but not recorded, or the company's property records are not kept completely, so that the company's property often disappears into the personal "safe" of shareholders, which will lead to property confusion. This often harms the interests of creditors.
It creates opportunities for shareholders to abuse the legal personality of the company.
The biggest disadvantage of one-man company is that it provides convenience for one-man shareholders to actually control the company. Without the restriction and supervision of internal institutions, unconstrained one-person shareholders are likely to use the company's personality to engage in all kinds of fraud and illegal transactions, hide property and evade debts, and seek illegal interests for themselves.
Self-trading behavior
Including direct self-trading and indirect self-trading. China's "Company Law" stipulates that directors, supervisors and managers of a company shall not use their position and authority in the company to seek personal gain for themselves. However, in a one-man company, without internal supervision, one-man shareholders can easily transfer goods to shareholders at low prices; The company buys the goods and services of shareholders at high prices; The company engages in various activities with third parties outside the company.
Related books
In the transaction where the interests are damaged, the shareholders will get benefits from the third party. All kinds of self-transactions conducted by one-person shareholders harm the interests of the company, gain illegal interests for themselves, and harm the interests of the company's creditors.
Excess reward
As one-person shareholders have complete control over the company, after he becomes a director of the company, he can make financial plans at will and pay a lot of remuneration for himself in the name of the company, which also brings the consequences of endangering the interests of creditors.
Abuse of corporate personality to avoid tax.
Bring harm to national interests. Especially when a one-man company owes a lot of taxes to the state, one-man shareholders are likely to adopt bankruptcy to avoid taxes, which will bring huge losses to the state.
Evade the obligation of omission stipulated by law
The General Company Law stipulates the non-competition obligations of directors and managers. Because one-person shareholders completely control the company, they are both shareholders and managers, and can compete with the company smoothly.
Evade tort liability
In a one-man company, especially one-man shareholders produce fake and shoddy goods for profiteering, which seriously infringes on consumers' rights and interests or causes damage to the health and life of employees or others, resulting in heavy casualties. Due to the limited liability of one-person shareholders, the company's property is very limited compared with huge compensation, which often makes the victims who suffer personal injuries and property losses not fully compensated because the company's assets are too small.
Provide shelter for investors to transfer property and avoid debts.
Once the shareholders of a one-person company contribute, this part of the property is legally divorced from the shareholders, and in fact it is manipulated by the shareholders, forming the so-called company property. In the absence of explicit prohibition by law, a single investor is likely to set up multiple one-person companies at the same time, and only one of them really operates. When the company faced the debt crisis, other fictitious one-man companies successfully provided convenience for investors to evade debts and transfer company assets.
Perfect game
One-man company does have many disadvantages, but even if the laws of various countries do not recognize its legal status, it exists in other forms and cannot be effectively restricted. As far as China is concerned, it is an undeniable fact that even if the establishment of one-man companies by enterprise legal persons and natural persons is not recognized, one-man companies still exist in large numbers. Therefore, the establishment of wholly state-owned companies and one-man companies invested by a foreign investor should also be allowed. Our country can regulate one-man company through separate legislation and revision of company law. The following measures are proposed to improve the one-person company system:
Adhere to strict registration, publicity and necessary written records system.
In order to make the creditors of a one-man company fully understand the company's situation when dealing with the company, it is entirely possible to stipulate that a one-man company must be registered when it is established and recorded in the register of the company registration authority for public inspection. It is also necessary to "strictly stipulate the conditions and procedures for the establishment of one-person companies, and prohibit the establishment of one-person companies." Of course, to prevent one-man companies from being set up indiscriminately, we must strengthen the power of the registration authority and carry out substantive examination and publicity. For example, the company laws of Japan and Germany all stipulate the registration and publicity system of the sole shareholder of a one-person company. Moreover, some countries have stricter regulations, which require not only the registration at the time of establishment, but also the operating conditions of one-person companies from the time of public registration.
It is very important for a one-man company to implement the minimum capital system and strengthen the obligation of capital enrichment and maintenance. As an independent legal person, a company's external liability depends on its property. The registered capital of the company becomes the minimum guarantee of the other party. In a one-person company, the problem of false investment or confusion of investment is most likely to occur. In order to make the minimum registered capital have practical significance, we should also pay attention to the enrichment of the registered capital of the company. The fulfillment of the obligation of capital enrichment will undoubtedly make the minimum capital system have practical significance. Strengthening the obligation of capital enrichment is mainly to enable its shareholders to fully and properly fulfill their capital contribution obligations and prevent false capital contribution or withdrawal of capital contribution. In the case of one-man company, the company's capital is easily lost, making the established company a "shell company" or a "shell company". Therefore, whether after the establishment or before the dissolution of the company, we should try our best to maintain the real assets of the company's capital, which requires strengthening the supervision of the company. However, this kind of supervision cannot interfere with the company's business activities and infringe on the company's right to operate.
Ensure the independence of one-man company's property and strengthen financial supervision
In view of the fact that one shareholder in a one-man company can easily convert the company's property into his own personal property, we should establish a strict financial system of one-man company, strengthen financial supervision of one-man company, prohibit all kinds of self-transactions, and put an end to the ambiguity between the company's property and the shareholders' property. As a legal person, a one-person company must ensure the independence of its property and strictly separate it from personal property. When one-person shareholders subjectively abuse the corporate personality to avoid taxes, creditor's rights or other responsibilities, they should apply the denial of corporate personality and let one-person shareholders bear unlimited liability. The basis for judging whether one-person shareholders subjectively abuse corporate personality is financial supervision, which needs to establish a strict and sound financial accounting system. Improve the company's financial system, register every business of the company, form a memorandum and annual financial report, so as to review the company's finances and reduce the chance of the company's property being transferred or hidden.
Establish a one-man company debt guarantee system
This was put forward by some China scholars. This system is mainly to strengthen the personal responsibility of shareholders. The shareholders of a one-person company shall be liable to the one-person company in addition to their capital contribution. When the company goes bankrupt or is dissolved and liquidated, if its property is insufficient to pay off its debts, it shall bear limited guarantee liability.
Appropriate restrictions on the rights and capabilities of one-person companies.
Because one-man company has no three institutions in traditional companies, it lacks effective internal supervision and control, which is not conducive to transaction security and economic order stability. Therefore, different one-man companies should be limited to a certain range of industries: wholly state-owned companies should be limited to basic, monopolistic, public welfare industries or other major industries related to the national economy and people's livelihood; Non-state-owned one-man companies may not engage in the production and operation of these industries; For a one-man company whose shareholders are foreigners, special restrictions can be imposed according to the principle of safeguarding national economic independence to prevent its harm to China's economic security and economic independence.
Implement the system of denying the qualification of enterprise legal person.
"Disregard of corporate personality" refers to a legal measure to prevent the company's independent personality from being abused, protect the company's creditors' interests and social public interests, deny the company and its shareholders' independent personality and shareholders' limited liability according to specific facts in a specific legal relationship, and order the company's shareholders to take direct responsibility for the company's creditors' interests or public public interests, so as to meet the requirements of fairness and justice. This is the so-called "unveiling the corporate veil" system in Britain and America.
example
Here is a simple analysis of a case: the case that a judge of the executive court of Chengdu Intermediate People's Court of Sichuan Province went to Beijing to execute a loan of 500,000 yuan owed by Sichuan Liu Xiaoqing Investment and Development Company to Chengdu Import and Export Company was once heated up. According to the newspaper, the details of the case are as follows: The execution of the case was based on the civil judgment No.71of Gao Chuan Law of Sichuan Higher People's Court (1997), which clearly stated that Liu Xiaoqing Company was a private enterprise, and clearly stated in the company's application for industrial and commercial registration that its registered capital of 3.8 million yuan was contributed by Liu Xiaoqing alone. Liu Xiaoqing has not actually invested the registered capital, and Sichuan Liu Xiaoqing Company has not conducted the annual industrial and commercial inspection since 1995, and has actually closed down. In this case, Liu Xiaoqing should be liable for the insufficient debts that the company should bear within the capital contribution that is not in place. As for Liu Xiaoqing's statement that he is not the legal representative and has not participated in any commercial activities, he should not bear any legal responsibility. Some lawyers suggested that according to the registered capital of 3.8 million yuan stated in the company's application for industrial and commercial registration, Liu Can should be regarded as a wholly-owned enterprise, and the law stipulates that the investors of a wholly-owned enterprise shall bear unlimited liability for the debts of the enterprise. Finally, Liu Xiaoqing's client formally handed over the original property certificate of four houses sealed up by Liu Xiaoqing in Beijing Asian Games Village to the judge to pay off the debt. According to the introduction of the case, the author thinks that Sichuan Liu Xiaoqing Investment and Development Company should be a native natural person one-man company. Because in the company's application for industrial and commercial registration, it is clearly stated that its registered capital of 3.8 million yuan is invested by Liu Xiaoqing alone. It is estimated that this company was registered before the implementation date of China's Company Law, that is, 1 July, 19941day, so it should be adjusted by the Provisional Regulations on Private Enterprises instead of the Company Law. According to the regulations, the establishment of a limited liability company requires more than two investors. However, Sichuan Liu Xiaoqing Investment Development Company was registered in the administrative department for industry and commerce in China with only one investor. According to the usual practice of the above countries, once registered, although there are defects before registration, it is still necessary to recognize the legal personality of the company after registration. It cannot be said that it is not a company, but a wholly-owned enterprise. Therefore, the author believes that it should be recognized as a wholly-owned enterprise. Although the judgment of Sichuan Higher People's Court did not directly point out that Sichuan Liu Xiaoqing Investment and Development Company was a one-man company and did not deal with it according to the jurisprudence of one-man company, the court recognized it as a private enterprise according to the Provisional Regulations on Private Enterprises at that time, and Liu Xiaoqing did not invest in the company, so it followed the Reply of the Supreme People's Court on the Civil Liability of Enterprises Established after the Cancellation or Closure of Enterprises (hereinafter referred to as the Reply). It is easy to produce two views here: one is to equate "reply" with the theory of corporate personality denial; Second, every one-man company should deny its personality, and the company's shareholders should bear the company's debts. In this regard, the author does not agree. For the first view, the author thinks that although the Reply has some similarities with the theory of disregard of corporate personality, such as "both are based on the effective establishment of corporate legal person; The fraudulent behavior of investors is one of the constitutive elements of this responsibility; All investors (or other responsible persons related to the formation of the company) directly bear the debts of the enterprise. However, there are still many differences between the legal measures stipulated in the Reply and the jurisprudence of corporate personality denial, which is embodied in: 1, and the legal consequences of their application are different. The application of corporate personality jurisprudence only denies the role of corporate personality in a specific legal relationship, that is, it ignores the independent personality of corporate legal person in the trial of specific cases, denies the separation of corporate property from shareholders' property, and excludes shareholders' limited liability. After the case is handled, the enterprise legal person still "restores" its legal person function like other enterprise legal persons. In other words, the denial of corporate personality did not ultimately eliminate the corporate qualification of the company. "Reply" is a measure taken in the process of liquidation of companies and enterprise legal persons, that is, the specific provisions on the debt commitment of revoked enterprise legal persons or closed enterprise legal persons. Therefore, after this Reply is applied to liquidate the company and enterprise legal person, the legal person qualification of the company and enterprise legal person will be completely terminated. 2. They are applied to different disciplines. The subject of corporate personality denial is the shareholders (investors) who commit abuse. The above measures in the Reply are not only applicable to investors, but also to the competent department that directly approves the establishment of the company or the reporting unit that starts the company. 3. Different application conditions. The theory of corporate personality denial is based on the theory of corporate personality denial, which is an exception to the system of independent personality and independent property. Its purpose is to bypass the privilege of limited liability of shareholders and directly investigate the responsibility of shareholders who abuse corporate personality. The responsibility of shareholders to make up the capital contribution stipulated in the reply is to bear the responsibility of shareholders to make up the capital contribution deficiency under the condition of maintaining the independent personality of the company. Its purpose is to maintain the principle of true capital and protect the third party who trusts the registered capital of the company. 4. The scope of responsibility of the responsible person is different. The application of the theory of disregard of corporate personality is actually to regard the company in a specific legal relationship as a wholly-owned enterprise of a natural person, so it is implemented.
Ningbo one-man company
Of course, shareholders who abuse corporate personality should bear unlimited liability. The "Reply" stipulates that if an enterprise started by an enterprise has obtained the Business License for Enterprise as a Legal Person, but it has not actually invested its own funds, or the invested own funds are not up to the legal amount and do not meet other conditions of an enterprise as a legal person, it shall be deemed as not having the qualification of a legal person, and its civil liability shall be borne by the enterprise as a legal person that started the enterprise. This remedy is similar to the legal principle of denying the personality of a legal person, but in addition, it also stipulates that an enterprise established by an enterprise has obtained the Business License of an Enterprise as a Legal Person. If its actual self-owned capital is inconsistent with its registered capital, but it reaches the legal amount and meets other conditions of an enterprise as a legal person, it shall be deemed as having the qualification of a legal person. However, if the property of an enterprise is insufficient to pay off its debts after it is revoked or closed down, the starting enterprise shall bear civil liability within the difference between its own funds actually invested and its registered capital. It can be seen that in this case, the entrepreneurial responsibility is to undertake limited supplementary liquidation responsibilities within the scope of registered capital. In this case, although Sichuan Liu Xiaoqing Investment and Development Company is a one-person company, although the registered capital of the company is not in place, it has not abused its legal personality, so it has not been dealt with according to the legal principle of denying its legal personality, and can only ask the investor Liu Xiaoqing to bear the responsibility of making up the capital contribution according to the Reply. As for the second view, the author thinks that this view confuses one-man company and sole proprietorship enterprise; Or hold a negative attitude towards one-man company, thinking that one-man company is not a company; Even a one-man company should deny its personality, and its shareholders should bear unlimited liability. Here, the author believes that the following understandings should be made clear: First, we cannot think that China does not recognize one-person companies at present. Wholly state-owned companies, companies invested by foreign investors and all their subsidiaries as stipulated in China's Company Law and Foreign-funded Enterprises Law are recognized and protected by law. Secondly, it is undeniable that one-man companies exist in large numbers in China. There is not only a corporate company, but also a natural person company. There are not only formal one-man companies, but also substantive one-man companies; Third, since it is a company, it should be handled in strict accordance with the rules of the company law. If there is no abuse of corporate personality, the jurisprudence of corporate personality denial cannot be applied, and shareholders of the company can only bear limited liability to the extent of their capital contribution. As mentioned above, in this case, because only the registered capital is not in place and there is no abuse of legal personality, it cannot be handled according to the jurisprudence of denying the legal personality of the company. To sum up, the civil judgment of Sichuan Higher People's Court not only conforms to the current laws of our country and the spirit of the Reply, but also conforms to the relevant theory of one-man company, which should be said to be a successful precedent.