Study Of The Contributions Of The Shareholders In The Form Of Legal System

In this dissertation, the author, drawing support from the research methodologies of comparative law, the economic analysis of law, and case study etc., attempts to reconstruct the purports of legislation on company law, and, with which as a basic point, launches the research on the legal scheme for the forms of shareholders' contributions. In the process of expounding and demonstrating on the two subjects as legislative purports and contribution's forms, the author puts them in some cases dependent on as well as interweaving with each other, while in some other cases one being emphasized upon more than the other somehow. Thus what are the credit foundations of a company and how to reconstruct the purports of legislation on company law have been examined. Meanwhile these themes as guideline principles propose the design of the legislation structure for the legal scheme of forms of contributions. In the scheme arrangements there permeate the innovational legislative purports, and inferred the author's underlying interpretation on some fundamental issues as to whether we need laws, what kind of laws we need, and why we need such laws.The two terms, i.e., assets and capital, have long been used confusedly, however in the context of law, they are different concepts not only in connotation but also in extension. The statutory capital doctrine and the three principles on capital as well the limited liability have vested on the companies' registered capital with too much function of guaranteeing the creditors' rights, and thus lead to a kind of conjectural or fabricated result, namely, the requirements of minimum registered capital. So there are rigid provisions on the forms of shareholders' contributions in the company law. Nevertheless, challenges have been raised, particularly on that to what actually extent could capital play the vested guarantee function well. Indeed, a company's registered capital is its initial assets, which could be used to undertake obligatory responsibilities for its activities, but in the process of the enterprise's operation, the company net assets varies dynamically. Therefore, the registered capital figured out at the company's initial establishment cannot always tell its actual credit state or ability to pay debts. The whole credit system of companies with capital at its core cannot be competent at all to fill the commitment to protect creditor's rights and interests and the social transaction security. Rather, a company's ability to pay its debt may be more dependent on its actual assets, especially on those assets, which are easily cash-convertible. Now that the credit foundation of companies has changed from capital credit by contributions to its assets credit, it is then unnecessary for the legislation to set forth mechanical, stiff, and limited provisions on the subjects of contribution. Whereas capital is not capable enough to keep creditors from risks, and the limitations on the forms of contributions fail to balance the interests between shareholders, along with the myth of capital has become disillusioned, it is time to reconstruct the purports of legislation on company law: to strengthen the self-protection consciousness of creditors, to establish various measures which are able to guarantee sufficient consideration for shares, to encourage investments, and to bring about full utilizations of scarce investing resources. The legislation on company law shall strike a point in pursuing the two sets of values of efficiency and security, and pay enough caution against adoption of mandatory rules when drawing the legal line between mandatory and freedom. With respect to the forms of shareholders' contributions, surely the most preferential scheme design will be that which can accomplish efficiency without losing the value of security, can protect freedom without ignoring justifiable intervening from the government. However, such changes in the purports of legislation on company law need good supports from a relative higher platform of social credit, thus the construct...