股份公司即股份有限公司经过商品经济的千锤百炼,已经成为现代商品经济社会中最为典型的企业法人形式。股份公司最宝贵之处在于赋予了企业以独立的人格,同时确认了股东权与法人所有权的分离,肯定了股东的有限责任形式。党的十四大报告明确指出,“股份制有利于促进政企职责分开、转换企业经营机制和积聚社会资金,要积极试点,总结经验,抓紧制定和落实有关法规,使之有秩序地健康发展。”笔者认为,我国国有企业活力不高的根本原因在于“两权分离”理论。为搞活、搞好国有企业,我们必须正视“两权分离”理论的缺点,而按照公司法的基本原理积极稳妥地 Joint-Stock Co., Ltd., a joint-stock company, has been tempered by the commodity economy and has become the most typical corporate legal person in the modern commodity economy and society. The most valuable part of a joint-stock company is that it gives the enterprise an independent personality. At the same time, it confirms the separation of shareholders’ rights and legal person’s ownership and affirms the shareholder’s limited liability form. The report of the 14th National Congress of the Communist Party of China clearly pointed out: “The shareholding system is conducive to promoting the separation of responsibilities of government and enterprises, transforming the operating mechanism of enterprises and accumulating social funds. We should actively pilot and summarize our experiences and pay close attention to the formulation and implementation of relevant laws and regulations to make them develop in an orderly and healthy manner.” “The author believes that the fundamental reason for the low vitality of China’s state-owned enterprises lies in the theory of” separation of powers “. To invigorate and do a good job in state-owned enterprises, we must face up to the shortcomings of the ”separation of powers and rights" theory and actively and steadily, in accordance with the basic principles of the Company Law