Legislation on the differentiation of small and medium-sized companies in the UK

下面为大家整理一篇优秀的assignment代写范文- Legislation on the differentiation of small and medium-sized companies in the UK，供大家参考学习，这篇论文讨论了英国中小公司的区分立法。英国公司法在近几十年进行了重大的修改，这次公司法修改中，针对小公司进行区分立法的方面很多，几乎涉及大小公司存在显著差异的各个方面。其中最突出的修改是首先考虑小公司。公司法所作的制度安排应围绕小公司来展开，对大公司采取例外适用，在决策程序、资本制度、公司治理等方面实行大小公司区分立法。

The company law of the United Kingdom is undergoing the most important revision in the past 150 years, among which the most prominent revision is "consider small companies first": the institutional arrangement made in the company law should be centered on small companies, with exceptions applied to large companies, and laws on the separation of large and small companies should be implemented in decision-making process, capital system, corporate governance and other aspects. In the study of company law in China, there has always been excessive attention to large companies such as joint stock limited companies and neglect of small and medium-sized companies such as limited liability companies. In terms of legislation, it ignores the differences between the two. The situation of system confusion is quite prominent. Whether the publicly raised capital or not is the root of the differences in the systems of large and small companies. We should learn from the revision of the company law of the United Kingdom and improve the corporate legislation in China from the perspective of the differences in the systems of large and small companies.

From Victorian railway construction companies to today's open companies, Britain is the earliest country in the world in terms of its company and company law, which has a history of more than 150 years. Although the UK is a country of case law, its company law is embodied as statute law. The origin of British company law can be traced back to the joint stock company act of 1844 and the limited liability act of 1855. In the 19th and 20th centuries, British company law was regularly amended. The company act was amended in 1908, 1929, 1948, 1967, 1976, 1980, 1981, 1985 and 1989. This kind of revision is divided into "complement" and "amalgamate" two kinds of means. The former means to supplement new contents in the form of amendment beyond the code. The latter is to combine the old law and the new amendments into a new code. Among these amendments, the 1985 company law is the most important one, which is a comprehensive text of previous amendments. The most recent revision was in 1989. This amendment takes the form of addition, and its main purpose is to implement the ec's directive on company law.

Constantly add repair, make the company law system is too complex and bloated. What's more, the main framework and basic structure of the current British company system were laid down in the middle of the 19th century, and many of its contents have been seriously outdated and inappropriate. For example, cumbersome and obscure articles and excessive control weaken the flexibility of the company's operation. For some important issues, such as the lack of clear provisions on the responsibilities of directors, the size of the company does not make distinction, on the shareholder meeting and the provisions of the articles of association are very rigid and so on. In short, with the rapid development of economic globalization and informatization, many institutional arrangements in the British company law have become the stumbling blocks of investment, competition and economic growth. A truly modern and effective framework promotes business, competition and investment, while an ineffective or outdated framework hinders productivity growth and undermines investor confidence. That is why, since the 1990s, calls for an overhaul of corporate law have been growing louder.

In order to make a long-term and fundamental review of the company law system being implemented in the UK and find out how to keep pace with The Times, the UK started the process of comprehensively revising the company law in 1998. In March 1998, the Department of Trade and Industry released a consultation paper named Modern Company Law for a Competitive Economy. In order to facilitate the implementation of the review, the UK has set up a special steering group for the review leadership, a broad-based advisory committee and the person in charge of the review. The review project is divided into a number of different sub-projects which are reported to the steering group upon completion by different working groups. In the three years from 1999 to 2001, the department of trade and industry published nearly ten reviews. In response to the review, the British government published a white paper called Modernizing Company Law in July 2002. The white paper widely adopted the recommendations of the review report and put forward specific Suggestions on how to promote the modernization of the company.

On the basis of the Company Law review opinions and the 2002 government White Paper, the British government published the Company Law Reform White Paper in March 2005, which put forward the government's opinions on comprehensively reforming the Company system to meet the needs of modern enterprises. About "small and medium-sized enterprises", the standard that each country or area divides is different, but the standard that is the same from working personnel, capital, sale more will differentiate. Developed countries in Europe and America generally refer to "small and medium-sized enterprises" as "small enterprises". From the perspective of national legislation, "small and medium-sized enterprises" is mainly defined from the perspective of industrial law, involving national support and preferential policies. In the field of private law, "small and medium-sized enterprises" is a vague concept. Generally speaking, compared with the public company limited by shares, there are mainly small and medium-sized companies, partnerships and sole proprietorships. "Small and medium-sized companies" mainly adopt the form of limited liability companies.

The white paper on the reform of company law in 2005 is the most comprehensive revision in the history of Britain to meet the needs of modern society. Making it easier to set up and operate companies; provide flexibility for future modifications, and so on. One of the most disruptive changes is the "think small first" amendment: for a long time, corporate law systems in various countries were generally designed for large companies, with exceptions for small ones. However, according to the draft revision of the company law, the institutional arrangement of the company law should be centered on small companies, while the exception should be applied to large companies. Specifically, the legislative amendments for small companies in the UK this time include:

In the modification of the company law, the British government realized that today Britain there are so many small companies, according to statistics, in late 2001, the registered open company with 12800, closed company with 1442300, closed the company accounts for over 99% of all companies, more than 90% of the company only five or fewer, and often for the owner management. However, although most British companies are small, corporate law has in fact always been written for large companies with many public investors. Current corporate legislation generally addresses the issue of small firms' applicability to small firms, or directly to large firms, by exempting small private firms from the basic framework designed for large firms. For small and medium-sized companies, laws designed to regulate large companies that trade publicly are a burden and add unnecessary costs. Other methods of meeting and making decisions, accounting and auditing rules for large companies are too cumbersome for small companies. Therefore, the British government hopes to establish the legislative idea of the distinction between large and small companies, and hopes that the new company law will realize that small private companies are not an exception, but exist as a rule.

In the British company law before the revision, the provisions applicable to private companies have been repeatedly expressed as a restrictive provision applying the open company rule. Examples include the constantly referenced section 7 of the current corporate law, which many users find difficult to comply with, and the provisions on meetings and resolutions to cover small private companies through additional provisions or exceptions. The government intends to reset the balance, removing unnecessary burdens on small firms and making it clear that there is a frequently used rule for small firms.

In this revision of the company law, there are many aspects to distinguish small companies, almost involving all aspects with significant differences between large and small companies.

Shareholders' meetings in British corporate law are also set up from the perspective of public companies, and self-imposed restrictions apply to small private companies, so the decision-making process is cumbersome. Thus, the reform bill will be restated in a way that makes it easier for small private companies to understand the basic definitions and requirements of a resolution, and to simplify the decision-making process for small companies by imposing additional requirements on public companies and public companies that subsequently hold shareholder meetings. Specifically speaking:

Current company law in the UK requires all companies to hold at least one annual shareholders' meeting. Other meetings are required. Private companies are exempt from holding shareholder meetings with the consent of all shareholders. Now, however, for many small companies, especially smaller ones with very limited shareholders, any obligation to call an AGM is burdensome and actually burdensome. The Company Law Review recognizes this and suggests that private companies should not be forced to hold shareholder meetings, but that there should be an election mechanism that becomes fixed. It then ruled that private companies were not required to disclose their financial statements or appoint an auditor.

The bill would make it easier for private companies to make decisions in writing. In the future, it will provide written conclusions in general and in particular, by electing those eligible by a simple majority and an overwhelming majority of 75%, rather than by "unanimous consent". This reform will enable most small private companies to make decisions faster and more efficiently. Together with the removal of the requirement for private companies to hold AGM meetings, this should reduce the burden on many small private companies of having to hold formal shareholder meetings.

Since 1856, the British companies act has provided standard articles of association for certain types of companies. Table A ACTS as the default articles of association, that is, if A limited company does not register its articles of association in the company registry, its articles of association shall be raised from table A, or any articles registered with the company do not exclude or amend the provisions of table A. However, the British government believes that, more than 150 years on, many of the contents of table A are outdated and contradictory; Today, it is made for "public" companies, not "private" companies, so that the vast majority of the provisions of table A are irrelevant to the vast majority of companies that use table A as their charter. Beyond that, there are obviously a lot of problems with the standard charter that leaves us with a "one size fits all" path. Following the advice of the corporation law amendment panel, the government believes that table A of reforms is an important part of adapting British corporation law to the modern economy. The future, the government has proposed, should be a radically simplified standard charter for private limited companies, reflecting the way small companies operate, and providing comprehensive, clear and concise guidance to those who are using and want to use the standard charter for small companies. In the white paper, the standard draft articles of association for private limited companies are proposed.

Eliminating minimum capital requirements for private companies; Remove unnecessary capital maintenance requirements, for example, private companies can reduce their capital without a court ruling; Elimination of restrictive provisions on share repurchases by private companies; Eliminating the requirement that private companies need financial assistance to acquire their own shares; Abolishing the authorization of capital reduction and repurchase in the articles of incorporation of private companies, and the regulations on the issue of redeemable shares by private companies, etc.

In addition, there are some regulations on the exemption of small companies from financial accounting disclosure and other regulations on the differentiation of small companies.

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