| The General Provisions of the Civil Law, as general rules of private law, have the functions of supplementing and stopping legal loopholes in the Company Law. The relationship between the General Provisions of the Civil Law and the Company Law should be well coordinated in terms of law application after the former comes into force. If the Company Law is silent on such issues as the legal person, for-profit legal person, as well as the general rules of a juridical act, the general rules of the General Provisions of the Civil Law may apply. With respect to the establishment or revocation of a company's resolution, the General Provisions of the Civil Law shall apply or apply complementally. Where a legal person is dissolved, liquidation obligors shall be formed according to the relevant provisions in the General Provisions of the Civil Law. The residual property after the legal person is liquidated shall be dealt with in accordance with the relevant provisions in the Company Law because such situation belongs to those “as otherwise provided for by any law” provided for in the General Provisions of the Civil Law. The General Provisions of the Civil Law can be applied, by analogy, on the civil juristic act of a company's directors carried out on behalf of a legal person. Other loopholes in the Company Law can be stopped through the application of provisions related to the legal source in the General Provisions of the Civil Law. It should be recognized that customary commercial law in essence belongs to the regime of special commercial law and applies preferentially to civil law when commercial loopholes occur, so as to be consistent with the spirit of commercial law. In a word, Company Law needs to be reintegrated after it's relevant provisions have been introduced into the General Provisions of the Civil Law. |
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