摘要
Since China reopened its doors to the Western world in the late 1970’s, the country has seen tremendous economic growth, as well as problems associated with an ambitious, but ill-equipped, developing economy. To provide the necessary legal framework for sustained economic growth while still adhering to the traditional Confucian rule of neutrality, China has successfully carved out a route toward the so-called “socialism with Chinese characteristics,”‘ evidenced by numerous newly enacted local and national laws and regulations in the economic arena.2 The new Company Law, effective since July 1, 1994, is not only another example of innovative legislation, but also a further step toward identifying with Western market economies. This Note, by reviewing the concept of limited liability in Chinese corporate law and using the U.S. system as a reference, argues that although China has begun to embrace the concept of limited liability as a fundamental quality of the corporate form, its understanding and treatment of the concept still fall short of what it is accorded in Western market economies. Part I provides, as a background, the historical development of Chihia’s understanding of the relationship between the individual and the economic entity prior to the enactment of the Company Law in 1994. Part II examines the concept of limited liability under the Company Law using prevalent American views as a reference. Part III provides rationales for the differences between the Chinese and American understanding of limited liability and describes problems and possible solutions to the Chinese treatment of the issue.