Research On The Law System Of Non-legal Rule Investment

The capital system is the core system of a company, the form system of shareholders investing is a important system arrangement in company capital system. The proper choice of investment form and the reasonable determination of investment structure connect with the highest idea of company law, which also connect with the efficiency and freedom when a company is setting up and the benefit dispute among economical individuals. Our country company law stipulates the legal rule investment form by enumerating, and meanwhile stipulates the non- legal rule investment form by summarizing, they are both legitimate investment form. The non- legal rule investment form is the investment form which the company law not explicitly enumerates. The advantage of non- legal rule investment form is its investment resources which has the huge commercial value .To allow it that can encourages the investment and the promotes company's development and prosperity. This is the just reason why new company law permits non- legal rule investment form participating company's setting up. Non- legal rule investment form has three characteristics: existence invisible; the value appraised difficult; the value unstable. Furthermore the non- legal rule investment form has significant flaw in the investment process: bring challenge to capital enrichment principle; possibly causing conflict between shareholder's benefit; disadvantaging to creditor's benefit protection of the company. Therefore the fledgling firm law limited the non- legal rule investment form with some property types (for example service, goodwill and so on) in the company's invests form which counters to the international legislation tendency that encourages investment and promotes company's setting up the conveniently.The value of non- legal rule investment form system localized in the freedom of investing, the capital efficiency and the transaction security. Therefore the non- legal rule investment form system need expand investment type scope as far as possible to allow massive wealth capital to invest into company. This article discriminates the non- legal rule investment form to six types: the creditor's rights, the stockholder's rights, the goodwill, the service and the human capital. Then, it pays much attention to analysis investment feasibility and the correlation question about the creditor's rights, the goodwill and the human capital. In order to safeguard the company's the transaction security and protect shareholder's fair benefit .we must carry on the legislation rules and regulations to the non- legal rule investment form. on the one hand we should construct the construction rules and regulations system like the establishment of reasonable investment structure system, the construction of the capita legal appraisal and examines system of non- legal rule investment form and the consummation information public mechanism; On the other hand we should consummate the relief system (for example: shareholder to lose power system, responsibility system of slight defect investment volunteer and other correlation responsibility systems) to recover the legitimate lost benefit of the company, the shareholder and the company creditor.