Corporate Capital System Model Study

Stock company and limited company are the basic corporate forms, which are generally adopted all over the world. Though there are large differences in arrangements of corporate systems among laws in different countries, attention is paid at the same level to the construction of corporate systems. Corporate capital system is the kernel of modern corporate system, which lays a foundation for independence of modern corporate personality. Because of differences in historical development of economic systems and cultural traditions, every country has different modes in corporate capital legislation. The analytical investigation on those legislations forms various corporate capital ideas. From the modern corporate law to the present corporate law, cooperate capital system mode and theory have greatly developed. Under the influence of the world economic globalization, capital's transnational flow makes the infiltration emerged to varying degrees among every country's corporate capital systems. Differences of corporate capital system between the two great law systems are gradually reduced day by day. After China's entry into WTO, in order to meet the new economic request, Chinese corporations must adopt new capital system mode to face the new challenges and opportunities.In this thesis, through comparatively analytical investigation on present corporate capital systems of all countries in the world, and with the combination of present situation of Chinese corporatecapital system, by employing the measure of combining legal analysis and economic analysis, the author takes valuable investigation on Chinese corporate capital system mode. The thesis is divided into five parts. The main content is the exposition of corporate capital system mode in part two, part three and part four.Part two gives a general survey of corporate capital system. Starting from the basic concept of corporate capital, the author makes an analysis of legal foundation of corporate capital. Corporate capital system modes vary, as well as the implication of the concept of corporate capital under different capital system modes, because of differences in social systems and economic systems, corporate historical development, and the success of legal thought of different legal systems in every country. Under the legal capital system mode, capital of stock company and limited company is defined as registered capital, legal capital or legal capital fund. Under the authorized corporate capital system mode, capital is called authorized capital, examined capital, established capital or nominal capital.Part three is devoted to the study of legal principal of corporate capital system mode. Because of their different social system, different cultural development in history, and different national condition, the economic system differs in every country in varying degrees. Economic system determines legal system, so different corporate capital systems are produced in the world. At the present time, there are mainly three kinds of corporate capital systems adopted in every country: legal capital system mode,authorized capital system mode, and eclectic capital system mode. Legal capital system mode is the first corporate capital system mode to be adopted by continent legal system countries, which is headed by France and Germany. Its major objective is to protect interest of corporate creditor and security of social exchange. Authorized capital system mode is the main capital system mode in corporate legislation adopted by English and American legal system countries. It implies that the total established capital in corporate regulations does not need to be totally issued, subscribed and paid before the establishment of corporations. Under the authorized capital system mode, the fulfillment of the total corporate capital is not the prerequisite of the establishment of corporations. Eclectic capital system mode is produced by adapting some advantages of authorized capital system mode of English and American legal system on the foundation of legal capi...