Study On China's Capital Subscription From The Viewpoint Of Law

At the beginning of the establishment of limited liability system, to balance the interests between stockholders and creditors, strict capital system and investment system were made up. As the first version of Corporation Law came into effect, strict legal capital system and investment form was stipulated in view that China's market economic system was incomplete. Recently, with the development of economy, there have been many investment methods that the law fails to cover. To adapt to this situation, in 2005, the Corporate Law was amended, in which there were a comprised capital system and relatively loose investment forms. While, as far as the author is concerned, there are still many aspects concerning corporate investment in need of completion.The dissertation consists of 4 chapters with about 34000 words.Chapter one gave an overview on the corporate investment system. In the first section of this chapter, the author discussed the legislative value orientation of the corporate investment method, discussed the safety value, the efficiency value and the fair value involved in corporate investment method, studied the contradiction between transaction safety and economic efficiency and further compared the legislative value orientations of the old and new Corporate Law; in the second section, the author summarized proper requirements on the object invested: certain, existence of value object, possibility of value assessment, independent assign ability and profitability of the corporation. Meanwhile, the author also gave a brief analysis on them; in the third section, the author introduced investment methods in actual practice and briefly introduced cash, fixed assets, equity, debt, intellectual property rights and land use rights.The second chapter provided studies on legal problems involved in human capital investment. In the first section, concepts and definitions on human capital were provided; in the second section, the author analyzed-five features that made human capital differ from traditional assets; and in the third section, the author analyzed reasonability and properness of human capital investment and put forward urgent problems concerning the completion of human capital investment.The third chapter studied legal problems on goodwill investment. In the first section, the author explained the concept of goodwill and introduced relevant provisions on goodwill from various aspects of the law; in the second section, the author analyzed the goodwill involved in the general features, the assets existence form and the legal attribute; in the third chapter, the author analyzed the pre-conditions, fit and proper requirements on goodwill investment and demonstrated the reasonability of goodwill investment; in the fourth section, the author pointed out that goodwill investment was in need of completion, including delivery method, attached obligations of the investors, corporate investment proportion and goodwill assessment system.Chapter four put forward some suggestions involved in the completion of China's investment system. Firstly, define and classify detailed scopes of investment objects; secondly, complete value assessment system; thirdly, set up asset succession and relevant establishment system.