From Capital Credit To Property Credit

Corporation capital system is the company system's important component, and is called the two big branches of corporation law with the company management structure. The traditional corporation law takes the capital as the company credit measurament, has made the very strict stipulation on the capital system, protects the creditor benefit final realization. But this kind of capital credit idea has not displayed the expectation effect in reality, the credit crunch occurs repeatedly, the creditor benefit finally realizes risky. Therefore, theorists in search this tracing in the foundation to discover that the company credit' the genuine rod is the company asset, but the non-capital, has had the loose capital system and the new creditor benefit safeguard system from this. Therefore to the property credit and capital credit's further distinction comparison, as well as constructs from this distinguishes between the traditional capital system's modern corporate capital system, has the profound theory and the practical significance.The article first part obtains from the tradition corporate capital system's analysis, to explain that traditional capital registration system, payment system, investment system, the stock issue system have everywhere manifested the capital credit idea, but based on this abstracts the related capital formation, maintenance, withdrawal mechanism's capital three principles are the summary manifest of capital credit , corporate capital has kinds of function, the creditor benefit protection becomes the core function inevitably.Second part elaborates corresponding relationships of property credit and company credit, explain that property not capital is the scientific rod of company credit capacity. from company operation efficiency's enhancement, creditor benefit's effective safeguards as well as law of corporation moral character's aspects , The property credit indicates place of surmounting capital credit.Third part constructs under the property credit condition ,the new creditor benefit safeguard system is different from strict capital system's regulating pattern,that Company personality denied expands the shareholder responsibility, that trustee good faith duty stressed company higher managements' responsibility, that strengthens the monitoring company information disclosure system to flow the company asset. The fourth part elaborated that 2005 Corporation law of our country had already manifested the property credit idea from the certain extent. for example,Company lowest registered capital has largely lowered, reduced the threshold of entering market; Expanded the investment form, enumerated purely from past to enumerates unifies the legislative way with the summary; Cancelled completely transfering investment proportion limit, changed the past to constrain the corporate investment behavior. However, to construct modern corporate capital system based on property credit idea , our country's corporation law also has big space to do something: For example, to cancel the legal lowest registered capital, establish service investment, allow to issue sharestock with discout.