美國LLC制度及其對中國公司法變革的啟示－－以日、韓修法對LLC制度的引入為視角

Expansion of LLC and Its Inspiration to Company Law Reform of China

具有典型美國特色的LLC向其他法域的擴張現實表明：設立限制少，稅負低，經營戰略靈活的國家更受到企業的青睞。我國公司法雖然在設立條件上有所放寬，但由於採取僵硬而嚴苛的設立制度，從而使企業經營者在企業形態確定、內部組織結構治理等方面提供的選擇性較少，作為市場經濟精髓的營業自由受到較大限制。面對資本的不斷流失，我國有必要對現有的企業樣態進行檢討，積極引進在發達國家行之有效的企業形式。其中最具代表性的LLC制度更有盡快引進之必要。As a legal form of enterprise, LLC has typical characteristic of USA. Its expansion to other areas of law shows that those host countries with less restrictive, lower tax burden are more favored by multinational companies. Laws regarding to the establishment of companies in China have been relaxed, however, there are still less choices for multinational companies in terms of the forms of enterprises and the internal organizational governance due to rigid rules of establishment, which largely limits the enterprise freedom, the essence of free market economy. Facing gradual evacuation of FDI, China should review the existing forms of enterprises. In this case, Limited liability company (LLC), the most representative form of various enterprises, should he paid more attention in China.