On the Matching Relationship between the Revision to China’s Company Law and China’s Civil Code

Abstract

The Company Law (2023 Revision) must match with the Civil Code. On the one hand, because the Company Law is systematically subordinate to the Civil Code, its internal value and external normative system should highly coordinate with the Civil Code. In addition, the “General Part” Book of the Civil Code provides nearly 30 direct general provisions on legal persons and for-profit legal persons. As a result, the Company Law is subject to a kind of clear and direct limitation within this scope. Accordingly, it may incorporate much more detailed provisions but shall contain no conflicting provisions. On the other hand, the Civil Code has adopted a special open system model, with special space and flexibility for other laws to match with it. Besides, since the Company Law and other specific laws were enacted relatively early and have evolved independently for a long time, they have a space of autonomy to some extent in practice. From the perspective of legislative matching relationship, the Company Law should be revised based on five circumstances by adopting different matching strategies according to different matching requirements.

Keywords

revision to the Company Law / combination of civil law and commercial law / the Civil Code / matching relationship / matters to be matched / matching strategies

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Higher Education Press