Reconstruction Concering The Financial And Accounting System Of Corporation From A Commercial Perspective

If company law guards the company formidable sponsor's right, the financial accounting is looking after our economic interest.Although the company law and financial accounting are two independent academicses, the judicatory practices prove that they are no longer entirely different nowadays, nobody can deny the inside and logical relation after the technique token of financial accounting ,financial accounting's managing is the core that the company manages, the company law is the honor law of the company financial accounting system , the company law should guide the whole financial accounting system construction and play the core act in adjusting the order of accounting market .Theory and practice prove that the economies more and more stretches, the company accounting is more important.Thus important accounting has already become the the social sciences realm that is subjected to a public rebuke most and queries nowadays ,even if after the reform the financial accounting system as"commerce language" have never had the reform step to stop ,the system supply of《Accountancy Law》,《Company Law》and a great deal of criterion each level of etc. includes from the none, it is completed formality,but the accounting cooks up still appalling, the community economy effects such as the comptroller is a make-up man illuminate that the reform still can't adapt the requirement of the market economy developing.By thorough analysis,we will find that the financial accounting problem of company law is originally the important contents in the theory of company law and the system research is always the "short board". Most monograph and teaching material didn't involve the financial accounting research, that accidentally involve just the mention about a few act of company clauses,so far the doctoral dissertation we can find in the national law and accounting calm,only the Doctor of Qiu Haiyang wrote some contents about the company distributes,but no one write the financial accounting system constucts systematically on company law level.If we don't deep and systematical into this realm,we won't announce the inside quality of financial accounting system of the company law completely.Meanwhile, the craft competent department of financial accounting substantially monopolize the financial accounting system supply of each level,in addition to the segment regulations, such as accounting standard and accounting system,fractions concerning financial accountings in《Accountancy Law》and《Company Law》all hand over to craft competent department to exclusively draft,the final text finally also has no substantial change.《Accountancy Law》mainly has a strong administrative law color to budget accounting,corresponding of《Company Law》system contents that adjusts the financial accounting of the company is substantially built on stilts,on the one hand is the quantity in short supply; On the other hand, system and logic is lack, the operability is bad,result in the rank of mass necessary contents down from the company law to segment regulations, such as criterion and system...etc,thus the craft competent department owns the absolute words power of the regulation,forming rules and regulations about the company financial accounting scarcity substantially. Beyond all doubt,so important realm, will never hand over to the accounting craft and comptroller in autonomy completely.The commercial law scholar should head for the front-office of company financial accounting theory and system reform,represent interested parties to have a full game with financial accounting control person, accounting's craft and comptroller,explore the rational direction of financial accounting system theory and practice.The main reason that result in financial accounting theory and system study of company law in short on the one hand is the academics contact between the commercial law and financial accounting is not too close to create integrity across academics theory system;On the other hand and more because the concrete manifestation of company financial accounting is complex,no margin or watershed the between the the compulsive and arbitrarily manage specification,hard to find out essential logic and correspond dot of the system study.This text structure commences from the theoretical basis of company financial accounting,at the same time carry on maneuvering compare of the company financial accounting system,propose the notion frame of creating financial accounting in the company law, carry on the study like capital system,assign system and monitor system by keeping assets intact as priniple .Part I analyze the theoretical basis that the company la controls the company financial accounting system,mainly including:the social cost theory of economics realm and new institutional economics theory,the relation contractual theory of the sociology realm.Part II is compare studies of the system,firstly analyze the path and character of two Legal system how to create unified accounting law system ,point out mainland Legal system "system of accounts in code of laws type " has higher legal status and authority,have stronger judicial strength and more compulsive in the execution,approach our country state more.Secondly analyze the tradition and reality that craft competent department manage company accounting system in our country, the basic reason is substantial imperfection of company law about financial accounting, only perfect company accounting system constucts in company law ,can truely protect the interest of the company and related person as market economy foundation.Part III propose new assertion about setting up the financial accounting notion frame in company law,considering that the company law control financial accounting system system should commence from the notion frame,the notion frame is the "the phonetic symbol and common speech of commerce language"of the financial accounting,here is the bottleneck and exit of financial accounting notion frame at home and abroad,though confirm the notion frame have all aspects of difficulty and anti accuracy,but,accounting's byword:the approximate accurate is far to excel accurate false.The article tallies up the advanced experience of domestic and international notion frame establishment,inquired into notion standards of the seven accounting's factors that capital is the core .Part IV is the company's capital system, from the perspective of law and accounting analysis of the traditional disadvantages of the three principles of corporate capital. Three principles that the company had neither the capital theory describes the traditional company law and insurance so magical, nor is it that some of today's company law scholars do not make any sense. Our attitude is endorsed the company's credit is the essence of the credit rather than capital assets credit. Capital of the three principles advocated limited functionality, adhere to open and eclectic combination of regulation, building an asset preservation as the center of the company's financial accounting system to replenishment of capital as the center of the capital reduction and verification should be converted to asset preservation for benchmarking. Corporate Law financial accounting system goal is to change the existing Companies Act stare at some point in the company's capital, but the regulatory asset transactions during the period from continuing operations of the fair , the fairness of related party transactions, transfer investment, foreign guarantees, donations etc. procedure.Part V is the study of the distribution system which is not limited to company profit distribution system,with a macro from a real sense of meaning and distribution company. Existing laws,regulations and rules did not give the clear concept of "the company allocation". In practice,the "distribution of company" is equivalent to "profit distribution". The distribution of objects such as "profit" and "surplus" did not distinguish between the Surplus of the balance sheet and the surplus of the income sheet.,There is no basis that the cotent is only income surplus or including capital account surplus and the income surplus. Therefore, this paper re-defines " distribution of company " concept, developed pathological order in the standard distribution of clear profit, limited liability company amended the statutory profit-sharing ratio, proposed the resumption of statutory public welfare fund of the Companies Act jurisprudence and rules.Part VI is the financial accounting supervision system of Company Law. The article analyzes the financial and accounting control of the Company Law and the corrections abnormal state, the reality and practice of financial accounting legislation gives too many companies, industries and the accounting department in charge of oversight agencies, in particular, Amendment Act 2005 established a comprehensive statutory audit. This paper questioned, that the essence of Certified Public Accountants is the assistance of supervision, the most relevant stakeholders, creditors and employees really enjoy the supervisory powers , the company financial and accounting arrangements for supervision should be established on the basis of interest in monitoring , from the "limited rational economic man" hypothesis and its "cost effectiveness" principle into account, the supervision of asymmetry of self-interest is not realistic. Comprehensive statutory audit also proved quite difficult to implement. Whether the company is statutory audit or voluntary audit according to the company's community advocate,the level of debt ratio,the quality and size of industry, etc.Unlike government accounting ,commercial accounting determined the establishment of commercial books and reported the main duties and responsibilities is necessary from the ultimate sense. "Accounting Law" internal accounting oversight body to determine the budget does not distinguish between the main subject and two different types of business accounting entity, so the two modification do not trace changes to the company's accounting on the ultimate meaning of the actual controller. The monitoring results is the same effect. I believe that the neglect of owners and creditors and other stakeholders in the supervision of the company is not the fault of property of economic law but the commercial law. Company law should be established balances in the internal oversight of the company accounting. From the governance mechanisms of the company law, accounting internal oversight should be the company's actual controller.Interested parties'financial right is related to supervision. The article extends the right of the financial accounting, is not limited to shareholders. Financial rights include two types that is comprehensive and simple financial accounting level, distinguishing between fact and based on the principle of protection of trade secrets. Company law should weigh the interests of the subject and the size of the company, the fact that the nature of financial accounting and the extent of trade secrets involved, informed and expert agency to provide direct knowledge of the path of two different informed .To the creditor, theory and compulsory system of bonds and shares has been innovated ,eligible creditors as shareholders owe the right to know and the ordinary creditors only the right to know the legal facts of comprehensive accounting. At the same time, company's actual controller should be strengthen the company's accounting disclosure obligations and legal responsibilities.