| Summary: | 碩士 === 東吳大學 === 法律學系 === 106 === The formation, development, and implementation of foreign-capital enterprises laws of the Mainland China correlate closely with its opening-up policies. Since the "reform and opening-up" in 1979, Mainland China implemented a series of laws and supplementary administrative regulations and rules governing foreign matters, thus formed a legal system of foreign-capital enterprises. The reason why foreign-capital enterprises laws are self-contained and been established prior to the enactment of the Company Law attribute to its historical root. In view that the purpose of the enactment of the Company Law in 1993 was to accelerate the reforming pace of state-owned enterprises while other company types such as foreign-capital enterprises were not taken into consideration, which led to the inconsistency between the Company Law and foreign-capital enterprises laws. The Company Law differs from foreign-capital enterprises laws in matters across from capital reduction, corporate governance body, the board of directors, management, and shareholder right of first refusal, etc. Article 217 of the Company Law provides that foreign-capital enterprises laws shall prevail in the event that they stipulate differently from the Company Law, and the Company Law shall be applicable only where foreign-capital enterprises laws are silent. However, it may not be reasonable to unconditionally apply foreign-capital enterprises laws but excluding the Company Law, while the conflict between foreign-capital enterprises laws and the Company Law remains unsettled. This essay argues that only foreign-capital enterprises laws and the Company Law merge to facilitate the foreign-capital enterprises' legal system shift from a double-track system toward the single-track system can the conflict between the two to be settled.
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