Study Of Corporate Capital System

The choice of the company's capital system is limited by the native political and economic environment and reflects and shows the tendency towards the cultural value of society. Owing to the difference of the law culture between the Common Law system and the Civil Law system, the two systems have formed respectively different company's capital system. But the characteristics of the market economy in common make the legal institution of the two systems influence and merge each other.Under the background, the essay, taking the formation and development of company's capital as a clue, makes a systematic research for the formation, maintenance and increasing and decreasing of company's capital. Meanwhile using the way of comparative research, the essay analyses generality and diversity of the two systems in company's capital institution to master the developing trend of company's capital system and brings out the proposals on perfecting the company's capital system of our country. There're four parts in the essay excluding the preface.Part One mainly studies fundamental theory problems about the company's capital system. Capital in the sense of law has different content under the different company's capital system. Through comparative analysis of three different capital modes, it concludes that legal capital system and authorized capital system lay different emphasis on safety and efficiency, while the compromising capital system is between the two systems. In the end, the part analyses the characteristics, reasons of formation and disadvantage of company's capital system in our country.Part Two mainly explores some institutions about the formation of company's capital, including minimum capital system, ways of shareholders investment and shareholders' liabilities to the breach of agreement on investment. After the analysis of present system ofcompany's capital formation in our country, the essay thinks (1) the limitation of minimum capital must be scientific and reasonable; (2)the range of assets out of cash to pay the subscribed capital should be perfected ; (3)Because there is obvious deficiency and imbalance on shareholders' liabilities to the breach of agreement on investment, relevant systems should be constructed and consummated.Part Three mainly discusses several specific systems about the maintenance of company's capital. All of the company law take various measures to prevent watered stock in order to realize the maintenance of company's capital when the company is established. Meanwhile, the distribution system about dividend and bonus and the relating system of company getting its own shares are discussed mainly in the maintenance of capital after company's working. Though there are different distribution regulations about dividend and bonus, their aims are all to make balance between the interest of shareholders and creditors. At the same time, there are two legal modes about company getting it's own shares. By contrast the author points out the shortcomings about the maintenance system of company's capital in our country and puts forwards the legislation proposals.Part Four mainly analyses the influence of increasing and decreasing change about company's capital on the benefits of shareholders and creditors. In this part the system about preemptive right of shareholders to subscribe to new share and the protection system of creditors while reducing capital are analyzed importantly. The author suggests that our country should perfect the preemptive right of shareholders to subscribe to new share in order to protect the proportional benefits of shareholders in company; meanwhile the rigid disinvestment system should be improved. At last the responsibilities of directors for increasing and decreasing company's capital illegally should be strengthened in order to make shareholders treated equitably and prevent directors from fighting for controlling power of company and other personal benefits.