The Development And Legislative Reform Direction Of Corporate Capital System In Our Country

Corporate capital system is an important system in Corporate Law. The newCorporate Law of PRC has been adopted at the 18th meeting of the StandingCommittee of the Tenth National People's Congress after taking two years ofamendment efforts. The newly revised Corporate Law is innovative in many aspects,one of which is the establishment of a new capital system. This thesis elucidates anddiscusses corporate capital system.The progress of corporate capital system is the process of confrontation of differentcorporate capital system values, and of re-study on functions of the Corporate Law.Meanwhile, capital system as an important part of a State's Corporate Law has closelinks with its national conditions. The new Corporate Law makes great changes incorporate capital system, which is consistent with the trend of the times and ournational conditions. However, corporate capital system shall not be held still while thecircumstances are developing day by day. The development of corporate capitalsystem in our country depends on, apart from having a clear understanding of ournatiofial conditions, using the legislative precedents of advanced countries forreference.Partâ… introduces mainly the general questions of corporate capital system. This partdiscusses corporate capital system in general, introduces types and legislative principles in respect of corporate capital, and makes comparative analysis of differentcorporate capital systems, in order to establish theoretical foundation for researchingcorporate capital system in our country in the following parts.Partâ…¡discusses the development and types of corporate capital system in ourcountry. This part mainly discusses traditional strict statutory capital system in ourcountry and concludes that such system shall be modified because of its failure torealize the legislative intent of protecting creditors. This part also introduces thecorporate capital systems stipulated in the new Corporate Law and comes to theconclusion that nowadays in our country ratified capital system shall be applied inlimited liability companies; that compromise capital system shall be applied inshare-holding limited companies; and that authorized capital system shall beestablished as consistent with the reform direction of capital system of share-holdinglimited companies in our country.Partâ…¢analyzes controversial problems of corporate capital system in our country.This part analyzes controversial problems existing in our corporate capital system andconcludes that (a) corporate credit is mainly reflected by comprehensive credit, whichincludes capital, assets, commercial reputation and so on, (b) the minimum capitalamount system shall be derogated from but not be repealed at this time in our country;(c) compromise capital system shall be established in our country where capital shallbe paid in installments or in accordance with the needs of companies.Partâ…£makes recommendations for legislation and reform of corporate capitalsystem in our country. The author holds that the reform of corporate capital systemshall be conducted in such aspects as shareholders' funding system, capitalverification system, public capital information system and shareholders' fundingresponsibility system, and meanwhile makes some relevant recommendations.