Study Of Capital Contribution In Form Of Goods

Capital contribution in form of goods, also known as non-cash contribution, is animportant system of company law. On the condition of company initial establishing orinitiative initial public offering, establishers or shareholders also can choose other formsof capital contribution rather than cash. Those statutory non-cash investment modes arethe study object of the article. Non-cash capital contribution has been widely used inmodern company. It's a kind of capital contribution form like cash investment, not meanspurchasing property from shareholders in superficiality. The system covers a series oflegal rules such as the capacity requests, defect guarantee, risks taking, obligationassuming etc. Rules on capital contribution in our company law only list four other forms exceptcash, and even lake of regulations in many field. Therefore present rules are defective onthe whole, and cannot meeting the needs of economic development. Provided that oncecontroversy occurs, not only the interested parties be put in dispute, the judiciary will alsobe put into the dilemma, just because the legislation lagged behind the economic practiceor lack of related rules. Thus, the integrity of China's relevant legislation should be putinto schedule. IIINon-cash capital contribution develops from practice to system, is the inevitableoutcome, and is the result of economy growing. With the nature of mutual obligationcontract, substance investment rules overlaps with contract law in many fields; and withthe nature of legal person, it's also regarded as the regulated object of company law.Substance investment has become an individual system in legislation. The article comprises three chapters, nearly 31,000 words. In order to give referenceto the establishing of China's non-cash capital contribution system, the article begins withanalyzing other countries' non-cash capital contribution, and compares it to our presentsystem with the comprehensive application of such methods as comparison, deduction andinduction. First chapter, leading out the concept of non-cash capital contribution and itslegal theory by the case of Kary Company, and introducing its background anddevelopment. The second chapter, consulting other countries' relevant legislations andtheories, analyzing every primary parts of non-cash capital contribution system, surveyingthe present relevant legislations in China, analyzing and discussing the capacity requests,defect guarantee, risks taking, obligation assuming of non-cash capital contribution. Thelast chapter, on the basis of above studies, bringing up the idea that integrity China'snon-cash capital contribution system in such respects:Expending the scope of non-cashcapital contribution, defining the capacity requests; setting up rules of defect guarantee,defining the period of guarantee and detail the obligation of guarantee; expanding theusing of establishers' capital filling obligation; prohibiting hidden investment, set up rulesof post establishment; detailing the establishers' obligations of public companies.