| 英文摘要 |
The establishment of the corporate information publicity system alongside the reform of the commercial registration system has significant implications for promoting corporate transparency and safeguarding transaction security. The revised “Company Law” of China in 2023 has absorbed the outcomes of the commercial registration system reform, stipulating the registration items and the mandatory publicity items in Articles 32 and 40, respectively. This has created a dual structure of registration information and mandatory publicized information, marking a significant institutional innovation in this round of revisions to the Company Law. The establishment of corporate information publicity items and their effects involves the following three pairs of value conflicts: the value conflict between corporate information confidentiality and transaction security, the value conflict between the cost of information acquisition and transaction efficiency, and the value conflict between corporate autonomy and government regulation. The effectiveness of registration-based information publicity lies in its public trust force and confrontation force, which is different from the function of non-registration-based mandatory information publicity, which is focused on information disclosure and is sufficient for the counterpart to rely on, but does not directly produce the confrontation force on the counterpart. The discrepancy in effectiveness is not due to the difference in administrative determination power in the stage of publicity, nor can it be simply explained by the commercial rechtsschein theory. In terms of the company law system, mandatory information publicity will affect the judgment of the duty care of the transaction counterpart, and false information publicity will also lead to compensation liability for damage to trust. |
