英文摘要 |
Since 2013, a series of food safety problems have erupted, gradually drawing people’s attention to the issue of social enterprise. The Executive Yuan also declared year 2014 as the “Commencement Year for Social Enterprise”, showing its determination to support social enterprises. A social enterprise in its large sense refers to an organization that uses a business model to solve a certain social or environmental problem. The organization can take the form of a profit-seeking company or a non-profit organization, with turnover and profit. The profit is mainly used to invest in the social enterprise itself and to continue solving the social or environmental problem, in lieu of seeking maximum profit for the investors or owners. A social enterprise may exist in different organizational forms. However, current social enterprises in the U.K. and the U.S. are mainly subject to legislative governance as companies. In 2014, the draft Public-Interest Company Act proposed in the Republic of China also govern social enterprises as companies, providing a choice of new organizational form between non-profit organizations and profit-seeking companies and serving both profit-making and public-interest purposes. The Model Public-Interest Company Law and the Delaware State Company Law in the U.S. are not exactly the same as the community interest companies in the U.K. in terms of legislative model. The former exercises a low-density control, without offering tax benefits or incentives. The latter exercises a high-density control, but accompanied with tax benefits and incentives. Our draft Public Interest Company Act combines the U.S. and U.K. legislative models, dividing public-interest companies into Type 1 public-interest companies and Type 2 public-interest companies. Only the latter enjoys tax benefits and incentives. However, in terms of the density of control, the former is subject to excessive limitations, while the density for control is insufficient for the latter. Furthermore, our draft Public-Interest Company Act only governs social enterprises in the form of companies, while social enterprises may take the forms other than companies. Therefore, it is advisable in the future for social enterprises to be governed by a specialized legal system, taking into consideration social enterprises of different organizational forms, in order to seek a sound legal system for social enterprises. |