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					On the joint-stock cooperative system related to the legal
system construction and improvement of

Abstract: The joint-stock cooperative enterprises in urban
and rural areas is a system of property rights reform of
collective enterprises in exploring the creation of a new form
of business organization, with the deepening of reform,
joint-stock cooperative system and infiltration into the
state-owned enterprises reform and property rights has become
small and medium-sized state-owned Enterprises, collective
enterprises form the main. Joint-stock cooperative system to
practice, the theory behind, so far the lack of a unified
legislative adjustments in the operation appeared to run a
large number of irregular acts, the impact of joint-stock
cooperative system for the healthy development of enterprises.
Must be timely sum up practical experience and will be included
in the joint-stock cooperative system to adjust the orbit of
the law.

Key words: joint-stock cooperative joint-stock cooperative
system to improve

First, joint-stock enterprises and cooperation between
enterprises of the characteristics of the
Prevailing market economy is based on the classification of
funding, undertaking the responsibility of the property in
the form of business organization in the form of enterprises
will be divided into companies, partnerships, sole
proprietorship, cooperative enterprises, and other forms of
law, China's planned economy system conditions, according to
the Ownership of enterprises in the form of legislation, which
will be divided into the whole people of all enterprises,
collectives, private and foreign investment, such as the basic
form, with the planned economy to the market economic system,
China's enterprises form of legislation has been adopted
towards the above-mentioned international Prevailing
standards in the form of legislation has the "Company Law"
and "partnership" and "individual-owned Enterprise Law" [1].
Enterprise is the legal form of state-specific legal basis
for standards-based enterprise category form the legal form
of corporate legal practice, only the parties in the form of
statutory and can not choose according to their will be created.
Although the joint-stock cooperative enterprises in the
development of township enterprises and enterprise reform in
a highly efficient type of business, but because of their
different localities, the theoretical study and serious lag,
the conditions for reunification of the legislation is not
yet ripe, in 1993 launched Adjust the market economy the main
body of the most important law "Law of the People's Republic"
does not make a joint-stock cooperative enterprises, which
is all over the joint-stock cooperative enterprises reform
as the basis for more relevant principles and policies,
departmental regulations, local laws and regulations. There
are 1990 of the Ministry of Agriculture issued a "joint-stock
cooperative system of farmers Provisions", published by the
Ministry of Agriculture in 1994, "township enterprises reform
of the system of property rights", in June 1997 issued by the
State Commission for Restructuring the Economy "on the
development of urban joint-stock cooperative enterprises The
guidance ", in January 2003 released by the Supreme People's
Court" on enterprises and to hear civil disputes relating to
the case provided for a number of issues. " Shenzhen, Shanghai
and the guidance of the respective joint-stock cooperative
enterprises reform of regulations and methods. Note
joint-stock cooperative enterprises as an important form of
enterprise, the rule of law into a preliminary orbit.
State Commission for Restructuring the Economy "on the
development of the city's joint-stock cooperative enterprises
guidance" that the joint-stock cooperative system is to take
a number of joint-stock cooperative economic practices of the
socialist market economy, collective economy, a new
organizational forms. Joint-stock cooperative system is able
to adapt to the situation arising with the development of
cities and small enterprises as an important form of promotion,
with its own attributes is closely related to nature.
Cooperation in the economic system and China's state-owned
enterprises and collective enterprises, essentially a high
degree of internal relations, joint-stock system and the
economy is the main role of the market economy. As a result,
the share-holding system integration and economic cooperation
system, the economic advantages of joint-stock cooperative
enterprises will be able to develop and promote.
On the joint-stock enterprises, according to some of the main
features of the theory of comparative understanding community,
mainly the following aspects:
     1, co-owned. All shareholders by the company's capital
investment structure, the shareholders of the company funded
the formation of the full enjoyment of the property of
corporate property rights, the shareholders of the Company
entitled to share, transfer of shares in property companies
generally will not affect the unity and integrity.
     2, for-profit. The company set up in order to maximize
profits for the pursuit of the objectives of the shareholders
to invest in order to return huge profits.
     3, shares of democracy. Shareholders of the company's
capital investment by the number of places, according to a
one-vote principle of the exercise of the right to vote, shares
in the Democratic elected on the basis of shareholders, board
of directors, board of supervisors.
4, according to the allocation of capital. Dividends by
shareholders into the distribution of shares, rather than the
distribution of other criteria, the property company in
completion of the national income tax and statutory set-aside,
the distribution of Angufenhong fully implemented.
But for cooperative system has a different understanding. From
the cooperative system have a look at the history of the
development, there are two sources, one by the International
Cooperative Alliance confirmed that the statute and the
majority of the market economy, national legislation to
confirm the cooperative system, known as the Western classical
cooperative system. This cooperative system began in Britain
in 1844, founded by followers of Owen Rochdale Society of
Equitable Pioneers, founded the Social solidarity, democracy
and the principle of co-management, known as the Rochdale
principles, and in 1895 the establishment of the International
Cooperative Union recognition in 1984 of the International
Cooperation 23rd Congress of the cooperatives will be defined
as meaning "as long as its members to promote the economic
and social progress as the goal, based on mutual assistance
and cooperation so as to the operation of enterprises, and
determined to follow Rochdale , By the International
Cooperation of the General Assembly by the 23rd Amendment of
the principles of cooperatives, can be considered Cooperation
Organization. "
Another is a cooperative system had existed in the former
Soviet Union and China's existing, mainly to the political
orientation of the cooperative system, may be the Socialism
cooperative system, the cooperative system is considered to
be synonymous with collective ownership, such as China
"Constitution" provides various forms of cooperation between
urban and rural economy, are collective ownership of the
socialist working people. This cooperative system, or the
characteristics of collective ownership of the property
business is characterized by a high degree of abstract, vague
and non-workers as a whole to enjoy the title but not the
proceeds of property rights, collective property division can
not be quantified; democratic management of enterprises,
public accumulation extract The implementation of
distribution according to work, labor co-workers, the
cooperative system has been implemented as a tool for
upgrading the ownership, to socialism, communism, the only
way, with the classic Western-oriented economic cooperatives
have the characteristics of the fundamental differences. The
establishment of the founding of our country in the early
primary agricultural cooperatives, handicraft cooperatives
in the city still belong to the classical system of
co-operation areas, with the political and social unity of
the people's commune system, the establishment of cooperative
way premature, China's current economic co-operation of the
law has not Originally, the sense of Economic co-operation,
joint-stock cooperative enterprises analysis of the
cooperative system should be based on factors classic frame
of reference for the cooperative system. According to the
International Cooperative Alliance and the meaning of the
statute on the cooperative principles of cooperation, the
cooperative nature of the following characteristics:
     1, and co-author. Are members of cooperatives in the
production and consumption in areas such as the mutual aid
association members do not depend on the status of a number
of capital, financed with more qualified members of the
symbolic significance; cooperative community has a strong and
close, cooperative members are often members of their
communities , The shares can be freely bought and sold.
     2, for-profit and public welfare. For-profit
cooperatives, but the distribution of shares by non-profit,
or even distribution, first of all for-profit cooperative
business development and public welfare undertakings, in
order to improve the economic status of members, followed only
by members of cooperatives and the trading volume in the
distribution between members Or Angufenhong, but the
dividends on restricted only to pay lower dividends, the
dividends may not exceed the maximum loan capital market
interest rates. This requirement is to put an end to capital
at the disposal work.
     3, the Democratic co-operation. Cooperatives are
democratic organizations, members regardless of the number
of funded or the cooperative's trading volume, are equal
members of the management of the vote on the implementation
of the exercise of one person, one vote system.
4, according to his work. Restrictions on equity dividends,
corporate members involved in the distribution of benefits
of the main labor force and its actual contribution, and the
size of the business volume is not funded by share allocation.
This shows that the joint-stock cooperative system of the
nature of the property, one for-profit and a combination of
mutual aid. The purpose of the establishment of the enterprise,
joint-stock enterprises to emphasize the pursuit of profit,
cooperative enterprises is the main goal is to address mutual
aid among members of the business, the issue of self-help.
Joint-stock cooperative enterprises is to safeguard the
interests of the members of the business to the mutual
relations between members of the basis of market economy at
the same time pursue the interests of the enterprise. Second,
the joint capital for the joint work with the inherent
characteristics of the business. Capital Corporation is a
joint enterprise system characteristics, work is a joint
cooperative enterprise of the characteristics of the two
combined businesses of the main shareholders of both companies,
but also enterprises with a dual role, so that labor conflicts
have been alleviated. Under the present circumstances, to
resolve the contradiction of employment, the elimination of
social factors have a special role. The third is the
implementation of enterprise management stake in democracy
and democratic labor combined business decision-making that
is not only embodies the company's shares in enterprises the
right to vote, and shows that the cooperative enterprise (or
collective enterprises) the democratic management of workers.
This is the full mobilization of shareholders, the enthusiasm
of enterprises with special effectiveness. Fourth, in
accordance with the implementation of the distribution and
allocation of funding combined with distribution according
to work. This is to resolve the current difficulties in
financing small and medium enterprises and workers of the
social security problem is of great significance.

Second, the joint-stock cooperative enterprises and the basic
characteristics of the legal status of
To discuss joint-stock cooperative enterprises in accordance
with the legal form of investment is to discuss ways in the
form of duty, forms of organization, joint-stock cooperative
enterprises can constitute a form of independent companies
or under other forms of enterprises. This theory, the larger
the differences, share the view that cooperation can not
become a separate corporate form or ownership of it for the
joint-stock, or for the attribution of cooperation,
partnership; The second view is that although the joint-stock
cooperative system has absorbed Some of the shareholding
system, but essentially belongs to a cooperative enterprise;
A third view is that joint-stock cooperative system belong
to the scope of the shares, is a company; the view that the
fourth joint-stock cooperative enterprises and joint-stock
cooperative system by a combination of organic Kind of
independent legal corporate form, that is, it is not business
Feigongsizhi cooperative enterprises. I hold the fourth point
of view.
     Joint-stock cooperative enterprises constitute an
independent legal form of enterprise, it depends on whether
the unique features of the law, whether or not the intrinsic
nature of the provisions. As the name suggests, joint-stock
cooperative system is a joint-stock cooperative system and
the organic integration, it is necessary to joint-stock
cooperative system analysis that the combination of
     Is a joint-stock cooperative enterprises and joint-stock
cooperative system factors factors are taken care of the
organic, rather than simply add up together, the organic
combination of all regulatory documents are expressed to the
Ministry of Agriculture in December 1992, "with regard to the
introduction and improvement of Township enterprises
joint-stock cooperative system of notification "that the most
representative, the" notice "explained:" The shares have
maintained a joint-stock cooperative enterprises to raise
capital, according to the allocation of shares and management
aspects of the rational core, the absorption of shareholders
to participate in labor, Extraction of distribution according
to work and the accumulation of public co-operation system,
such as the basic core. " As the notice in the sense of
collective ownership of the use of the concept of cooperative
system. Therefore, the notice of joint-stock cooperative
enterprises of the general features of the law is actually
in the collective ownership by adding features on the basis
of the joint-stock system, these features are not defined in
science. Not enough to make the joint-stock cooperative
enterprises from business-related patterns. Such as
extraction of public accumulation, there is collective
ownership requirements of the joint-stock enterprises are
also requirements of the joint-stock cooperative enterprises
is not the nature of the characteristics of the joint-stock
cooperative enterprises of the characteristics of the legal
awareness of the need to re-[2].
     1, co-author and co-financing. Employees to implement
full shares (and a small number of workers allowed to hold
shares), trade union workers and investors who have dual
identity. Employees are highly qualified to shareholders of
identity. Foreign companies generally do not absorb the
individual shares, the shares trade unions can not be freely
bought and sold, with the exception of death, retirement,
transfer, resignation or dismissal, dismissal and other
reasons, the withdrawal must not workers, trade union rights
do not depend on the shares they have. At the same time,
corporate capital shares by the composition, divided into
equal shares do not have to, but should provide for a maximum
shareholding limit, to avoid over-concentration of capital,
the impact of labor cooperation.
     2, for-profit and interactive. To the pursuit of
profit-making enterprises, according to the share of profit
distribution, but the fundamental purpose is to improve the
economic situation of workers in pursuit of the realization
of common prosperity, such as employees of collective
enterprises to set up shares, stock dividend by collective
labor unions to add dividends or social security costs.
Self-help and mutual aid is to set up enterprises, the
existence of the coagulant.
     3, with the cooperation of the Democratic share of the
compatibility of democracy. Generally, employees (on behalf
of) shareholders and the General Assembly (representative)
of the General Assembly in-one, shareholders in companies
involved in the operation and management of benefits, such
as the right to practice one person, one vote system, in the
exercise of property rights for the content of the right of
self benefit options to pursue the principle of equality,
According to the number of shares in the calculation of
property income, preferred shares in the enterprises set up,
the property rights of the preferred shares to common stock
in cash to obtain.
     4, according to his work with the Angufenhong of both.
There are two income workers, wages First, the implementation
of income distribution according to work talcum powder, and
the other is capital income, according to the implementation
of the allocation of funding, targeted at the enterprise
distribution of the tax surplus to be retained after the
distribution of interests, mainly the implementation of
Angufenhong, Can also be a part of the implementation of labor
according to the dividend.
The four joint-stock cooperative enterprises is the basic
feature, in order to carry out labor cooperation and
cooperation in the capital agreed to the basic principles of
organic, these should determine the characteristics of the
joint-stock cooperative system and the main factors in Des
relations should be based co-author, co-funded
secondary ;-Based mutual aid, supplemented by for-profit;
cooperation with the Democratic-oriented, shares of democracy
as a supplement; distribution according to work mainly by the
distribution of shares as a supplement. According to the
joint-stock cooperative enterprises of the essential
character, now make the definition of "joint-stock
cooperative enterprises are established by law, corporate
capital shares to employees or workers constitute the main
stake, labor and capital to shareholders by the principle of
co-operation rights obligations, Enterprises of all property
in order to bear civil liability for independent corporate
organization. "
      Treatment of joint-stock cooperative enterprises of the
nature of property rights, there are two qualitative criteria,
the first is characterized by ownership, which also includes
two views, one point of view of collective ownership, and the
other is the view of private ownership; the second is By
enterprises as the main title to the property, including three
perspectives, first, by a total of 000, said, and the other
is a dual ownership, corporate ownership of the three said
that a variety of perspectives on each of the following
analysis [3].
      That the collective ownership is the normative authority
of the document says, is based on the enterprises into
joint-stock cooperative system of economic cooperation, but
a detailed analysis is not difficult to see, here's economic
cooperation with China's traditional concept of economic
co-operation, which it claims Democratic management,
distribution according to work, extracting the exercise of
public shareholders. And equity ownership is the nature of
the two different rights, equity interests of the content of
the atmosphere and the right to benefit from a total of benefits
including the right to vote, and other decision-making power
to operate, including the right to benefit from the dividend
distribution of the right to request such as property rights,
including ownership of the possession, use, Income,
empowerment of the four powers; stake is the object of the
shares, the ownership of the object is a specific physical
objects; rely on equity to shareholders in general meeting
of shareholders on the exercise of voting, shareholders can
not separate the specific action business property, ownership
of enterprises in addition to the exercise by the laws and
regulations and Business outside the statute of limitations,
not subject to any other restrictions on shareholders equity
on the basis of corporate debt to assume limited
responsibility for all of its business outside the property
of unlimited liability, and equity is the difference between
legal separation of ownership, joint-stock cooperative

enterprises constitute the property rights 结构.
The resulting problem is that the legal recognition of
ownership will not harm the interests of shareholders? This
requires a correct answer to the economic nature of corporate
ownership. Joint-stock cooperative enterprises, including
other forms of corporate ownership of legal persons is not
public ownership, private ownership is not, nor is mixed
ownership, but ownership neutral. Can also be referred to as
state ownership and individuals outside the ownership of
ownership in the third, mixed-ownership should be neutral
under the ownership. This ownership has the following
characteristics: the economic interests of the enterprise for
the interests of the intermediary, the intermediary for the
realization of national interests or the interests of the
ultimate personal service; joint-stock cooperative
enterprises are the ultimate interests of individual
countries or carriers, national, personal, social and legal
persons as a result of business investment The formation of
the enjoyment of property ownership neutral [4]. We can see
that ownership is a neutral country or individual ownership
of the forms of ownership, it will not only weaken the position
of public ownership also increase the value of the function
of the state-owned assets, the investor who proceeds to use
the system, the state may be holding, shares of the decision
Major companies operating in decision-making, access to
intermediate income, the same workers can also use the neutral
mutual ownership to achieve labor, common prosperity neutral
as to quell the ownership of shares collectively owned and
cooperative enterprises or individuals of all disputes,
joint-stock cooperative system is conducive to faster and more
The full development.
The joint-stock cooperative enterprises of the legal status
of the current regulatory documents of different provisions.
The Ministry of Agriculture in 1990 as "agricultural
joint-stock cooperative enterprises Provisions" will be
business as an independent economic organizations of civil
liability, the Ministry of Agriculture in 1992, "notice"
requirement for corporate enterprises or economic entities,
the former State Commission for Restructuring the Economy,
"guidance" As independent legal entities [5].
     Theorists of the joint-stock cooperative enterprises is
an independent legal opinion of the basic line. However, due
to the enterprise are different forms of recognition, and some
people think that joint-stock cooperative enterprises is a
company or a cooperative and therefore only have a legal
personality is in fact a specific form of corporate
performance in the form of misunderstanding. This view is a
prerequisite for enterprises is divided into independent
enterprises, cooperative enterprises and companies, only
companies with legal personality and therefore only
joint-stock cooperative enterprises in the ownership of the
company to obtain a legal personality; premise of the shares
of another co-production enterprises are economic cooperation
(China -Style), equivalent to economic cooperation,
collective ownership economy, according to the provisions of
collective ownership, joint-stock cooperative enterprises in
order to obtain legal personality. Study the form of corporate
history and current status of legal persons, including
enterprises, cooperatives and other forms, some civil law
countries will be treated as legal persons and commercial
partner, the company shows that the system is not the only
form of corporate representatives, establishing a modern
enterprise system in China The goal for the model to the company
on behalf of the enterprise, but not limited to the companies,
joint-stock cooperative enterprises since the reform is to
explore a new thing, to determine whether they have legal
status, should have the legal analysis of whether the
universal nature of the characteristics [6]. I believe that
certainly should be joint-stock cooperative system of
corporate legal person status. The main reasons:
     1, an independent legal personality. Employees or other
investors to the investment business after the delivery status
of shareholders, has only an equity shareholder, the right
of self benefit or the benefit of the right, in addition, the
other does not enjoy any rights. Corporate shareholders are
the property of the formation of investment and corporate
value-added property shall be vested with independent
full-dominated, free from unlawful interference with
shareholders, as the equity and corporate property rights
independent of each other, making the theme of the rights of
corporate shareholders and as a person independent of each
other, business is not the same as shareholders, Shall be
vested with independent legal personality, its own in the name
of the independent exercise of their rights.
     2, the responsibility of an independent property.
Shareholders of only an equity investment, not ownership, so
as to the respective shareholders only funded to the amount
of limited liability companies, out of the capital outside
the corporate debt is not jointly and severally liable;
business due to be vested with independent property rights,
an independent property, Therefore enterprises to own
property independent of all external debt to assume the
responsibility, to assume the legal responsibility,
independent of their respective companies. From the above,
the joint-stock cooperative enterprises in line with the
General Principles of Civil Law provides that the legal
requirements, by registration in accordance with the law,
should be made legal personality.

Third, joint-stock cooperative enterprises of the basic
system construction and improvement of
     Joint-stock cooperative enterprises due to the lack of
uniform legislation to adjust, not quite on the understanding
that in practice there have been massive loss of the phenomenon.
In the main, joint-stock cooperative system for small and
medium enterprises in the form of restructuring the only or
the main form of a time limit or force enterprises to complete
the restructuring, the restructuring is not carried out in
strict accordance with procedure, not to businesses or to
define clear definition of property rights, the use of
corporate debt restructuring evasion, Avoid litigation and
enforcement; shares of companies set unreasonable, internal
corporate governance bodies are not perfect. Over the issue
in various parts of the work of restructuring have different
levels of performance, has been on the joint-stock cooperative
system to a deeper development of a great negative impact,
the joint-stock cooperative enterprises in resolving the
issue of basic theory, it is necessary to set up joint-stock
cooperative enterprises And to make the system run justified
in the design and specification [7].
     1, joint-stock cooperative system set up enterprises.
Joint-stock cooperative enterprises to set up the conditions,
procedures did not detail them one by one, where only three
of those operating unknown. First, the principle of pursuing
the establishment of licensing or registration and, I believe
that both the restructuring or the establishment of the new
set up should be used to register, laws and regulations should
be specified in advance through pre-approval, but this is the
exception to the general corporate restructuring by the
Investors agreed, but this is not the license approval. Second,
the number of shareholders do not have upper and lower limits,
as the joint-stock cooperative enterprises in general to
implement full investment, labor cooperation should be the
minimum number of shareholders. Specific reference to the
number of private enterprises, limited to less than eight.
As there is no need to limit the provisions. Third, there is
no minimum registered capital limits, I believe that the
registered capital is foreign corporate responsibility to
ensure that all enterprises should implement corporate
minimum registered capital, the specific amount can be
determined in the light of the limited liability company.
     2, joint-stock cooperative enterprises and set up the
transfer of the shares. Set up two issues relating to equity,
the equity structure of the first, second, the proportion of
equity. From the existing normative documents, the internal
structure of the equity component of the three models there.
The first is the Ministry of Agriculture "on the township
enterprises and improve the implementation of the joint-stock
cooperative system of notification" required by the model can
be referred to as the model for the Ministry of Agriculture.
The model by investors will be divided into five shares. First,
the rural sector, saying that rural farmers within the
framework of collective workers of the shares, usually from
rural collective economic organizations hold. Second, the
business sector workers, also known as a collective unit,
co-owned enterprise workers, the accumulation of shares from
their own enterprises and state tax assets created by the
holding companies; it can allocate part of the shares,
according to the staff-to-business contribution to the volume
of cases Of individuals, as the only basis for dividends, can
not be transferred to inherit. Third, community legal person
shares. Fourth, individual stocks can be further divided into
individual shares and social workers individual stocks. Fifth,
foreign shares. The second is the original model of the
Ministry of Labor, the Ministry of Labor in 1994, the State
Commission for Restructuring the Economy, the State
Administration of Taxation, the State-owned Assets
Administration jointly issued the "employment service
enterprises, joint-stock cooperative system" set up three
types of shares. First, individual workers shares, and the
other is a collective unit employees, three corporate shares,
legal person shares are preferred. The third is the former
State Commission for Restructuring the Economy mode,
"guidance" provided for individual business units should be
set up trade unions, whether the setting of national stocks,
shares and legal person shares trade group, funded by the
companies agreed to negotiate. A detailed analysis of these
three models all have theoretical flaws. The disadvantage is

that the first model 照葫芦画瓢, rural collective enterprises
in the original copy of investors to joint-stock cooperative
enterprises as shareholders, not to limit the eligibility of
shareholders, shares the name of the village is not accurate,
since by the holder of the rural collective economic
organizations. In fact should be defined as legal person
shares; shares the name of the business and not a serious
meaning, its own shares held by businesses on the barrier Lifa,
enterprises can not become its own shareholders, or equivalent
to shareholders, therefore, should be referred to as its
shares trade group, By the ESOP will hold. The second mode
of ownership restrictions have been set up to die, enterprises
can absorb foreign shares and legal person shares can not be
absorbed States clearly can not be justified. The third model
should be taken of shares and shares for the election of the
way provisions more flexible and reasonable, but did not clear
the new enterprise can set up national stocks, shares and legal
person shares of collective trade union, there is no clear
national shares, legal person shares the rights of nature.
Equity joint-stock cooperative enterprises set up, based on
three criteria, one investor who owns shares, and the other
is working in cooperation with capital cooperation to the
organic unity of the three countries is conducive to the
realization of the ultimate interests of individuals or, on
the basis of these standards on Corporate ownership structure
following the design, one staff person shares, individual
shares in breach of social capital and labor cooperation
purposes, it is not set. Second, collective workers can be
divided into shares and the restructuring of the new shares
and new shares, which refers to the original urban collective
enterprises in the accumulation of public and national tax
assets to form the form of equity investment; the latter from
the after-tax corporate profits to extract a certain The
proportion of the property converted into shares of the
formation of a collective unit. Third, corporate shares,
including shares of rural collective economic organizations
and the community at large corporate shares, legal person
shares should be preferred. Fourth, the country shares,
joint-stock cooperative enterprises since the formation of
public ownership, the state can, of course, equity. States
also should be preferred shares, the state and legal person
shares shares how to protect the rights and interests of
enterprises should be provided for charter. This ownership
structure, workers will set up individual shares for the
shares. Other options for the shares for the election, no
corporate restructuring of the election for the shares,
property workers can be converted into shares to quantify the
human, national, corporate employees can buy property or lease
or loan.
     The ratio between equity, compared with the current
understanding, individual employees should be accounted for
the main unit, set up trade union collective share of the
individual stocks and shares should be a collective dominant
position between the shareholders, employees holding the
upper limit, require the relative holdings of the average ,
But can be allowed to operate large stock-holding.
     By the staff in his capacity as shareholder, closed the
restrictions, workers should be limited to individual stocks
in the internal transfer and the transfer of equity ratio in
line with the requirements of the state shares, legal person
shares or to withdraw from participation does not affect the
cooperation between capital and labor, does not affect the
corporate existence, And therefore should be allowed to
transfer their freedom, but to declare their business and the
procedures for transfer.
    3, joint-stock cooperative system of corporate governance.
Joint-stock cooperative enterprises should be based on the
modern enterprise system calls for the establishment of
internal corporate governance institutions, the
establishment of the shareholders (employees) as the
authority of the General Assembly, the executive body of the
Board, the board of supervisors to oversee the agencies, as
a result of full implementation of corporate shares, yet
shares trade unions will also become shareholders, so , The
general meeting of shareholders and the unity Trades Union
Congress and the implementation of one person, one vote system
of democratic procedure of the way, smaller companies, may
from time to set up board of directors, board of supervisors,
the only executive director, and several supervisors. Third,
the terms of reference will be provided for by the corporate
    4, joint-stock cooperative system of accumulation and
distribution business. The labor union of income distribution
according to work to implement the system, break into the
business costs, labor income, including wages, bonuses,
allowances. After-tax corporate profits should correctly
handle the accumulation and distribution of the ratio of both
companies to expand production and the need to collect
shareholder return on investment needs. Specific reference
to the "Company Law" to determine the order of accumulation
and distribution of the ratio: 1 to make up for business losses
of previous years. Second, we extract the statutory surplus
fund, after-tax profits by 10% of the extract, when the
statutory fund to achieve 50% of the registered capital will
no longer be extracted. Third, the legal extraction of the
Community Chest, after-tax profits by 10% extraction. Fourth,
as workers (shareholders) of the General Assembly resolution,
any surplus funds can be extracted to identify the specific
ratio. Fifth, workers extracted the accumulation fund for
employees to share the collective, co-owned by the workers
or have copies of the shares can yield dividends, inheritance
can not be transferred. Sixth, to pay preferred stock
dividends. Seven common stock dividend is paid.
     Joint-stock cooperative enterprises should be devoted
to the reunification of the legislation and legislation to
do so abandoned by the nature of the ownership of the
joint-stock cooperative enterprises to define, as well as by
industry sector and ownership of the drawbacks of legislation
to make adjustments to its laws in line with the general
requirements of the market economy. Enterprises should learn
from foreign legislative general practice, according to the
corporate form of organization and the responsibility of the
property in the form of legislation that we should take.
Some people think the development of a uniform law would be
premature. In this regard, I have a different view.
Legislation should reflect the reality and the reality in the
service, which is taken for granted. Provided that the advance
of the guide is also important. China's "first post-reform
legislation," the legislative ideas and technology has been
proven to be more harm than good. Therefore, I recommend the
"edge to edge up". If the legislation is incompatible with
the development of the practice can also be amended.
Joint-stock cooperative enterprises is one-way Enterprise Law,
the Basic Law, not as long as you have a relative stability.
Law has gone through several hundred years of history, is more
mature and perfect, but they have to continue to modify to
suit the needs of practice. In addition, the Legislative
Council will not be uniform for all types of joint-stock
cooperative enterprises ill-conceived norms, or regulate the
level is too high, the problem can not be accepted practice?
The author believes that as long as a good grasp of principle
and flexibility of the relationship is To address these issues.
As for the cities and towns, villages and small state-owned
enterprises, joint-stock cooperative system in a number of
different approaches, both in uniform legislation attention
to the norms, can also be added to give the details of
implementation. For all these reasons, we believe that the
joint-stock cooperative system of specialized enterprises,
the unification of legislation is the better choice should
be in the form of legislation. Recommended by the National
People's Congress Standing Committee and the State Council
first authorized the development of a unified "joint-stock
cooperative enterprises Ordinance", joint-stock cooperative
system to be developed, and then by the NPC Standing Committee
enacted the "Law on joint-stock cooperative enterprises."

[1] See Kong Xiangjun, "Civil and Commercial Law with the new
contractor solution" version of the People's Publishing House
in 1996, No. 429
[2] See Hu Jiansheng, "On joint-stock cooperative system and
the nature of development" in 1995, No. 3; the former State
Commission for Restructuring the Economy "on the development
of the city's joint-stock cooperative enterprises guidance"
[3] See Gu Yun Gong, "joint-stock cooperative enterprises of
the Legislative Council a number of problems" in 1997 the first
[4] See Kong Xiangjun, "Chinese enterprises collective system
of property rights legal research and innovation," Journal
of Renmin University of China in 1995 5
[5] See Kong Xiangjun, "joint-stock cooperative enterprises
in the legal system" in 1994 the first phase of the
[6] See ZHU Xiang-dong, "the basic characteristics of
joint-stock cooperative system," Jan 17, 1998 version 7
[7] See Rizhao municipal government "on the enterprise
property rights reform in a number of specific issues to deal
with the trial"

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