Some scholars in our country conclude that the federalism corporate law model is one of the most important factors for the rise of American corporate system and its socialprosperity;accordingly,they advocate that our corporate legislation model should be decentral ization so as to stimulate corporate system's social function as a kind of legal instrument.Their recommendation is based on different demands caused by local unbalanced development,factual decentralization between central authority and local government,and the lower efficiency of the united corporate law.But the developing history of corporate system shows that only after democratization against privileges has been completed under the influence of democratic politics can corporate operate liberalization exert its social function which is the legal possibility of federalism corporate law.Contrasted with problems and causations in our corporate system,the federalism corporate law in our country may be only a distant landscape. Some scholars in our country conclude that the federalism corporate law model is one of the most important factors for the rise of American corporate system and its social prosperity; accordingly, they advocate that our corporate legislation model should be decentralized as as corporate corporate's social function as a kind of legal instrument. Their recommendation is based on different demands caused by local unbalanced development, factual decentralization between central authority and local government, and the lower efficiency of the united corporate law. But the developing history of corporate system shows that only after democratization has been completed under the influence of democratic politics can corporate operation liberalization exert its social function which is the legal possibility of federalism corporate law. Contracted with problems and causations in our corporate system, the federalism corporate law in our country may be only a distant landscape.