| During the practice for seven years, the weaknesses of the current company law are becoming more and more apparent, hence the modification of company law has been included in the agenda. Among of the problems of this law, the system of registered capital is a focus. By using the theories of comparative law and company law, this paper discusses some basic theory of registered capital, the foundation and structure of it. In addition to the preface, there are three sections in the paper. The first section reviews our company capital system. This section points out that in China the existing strict legal capital system meets some problems in its implementation such as fictitious investment and investment evading. According to the principle of limited liability, company' s capital which is offered by the whole shareholders, during the running of company, is the important foundation of external credit and becomes the basis for company legal personality. Meanwhile, this section discusses trend of corporate capital system, through analysis of values on company capital system including statutory capital system, authorized capital system and compromise capital system etc. The author holds the idea that in order to furnish the development of economic security and efficiency with more room, the revision of the company law should take compromise capital system. The second section illustrates the theory of physical capital. Nowadays some investors avoid legal investigation of physical capital, which should urge legislators to specify the system of physical capital. The author holds the idea that perfect physical capital is the basic legal system for maintaining an open and fair market. The third section is about the liability system of fictitious investment. It first illustrates the necessity for the establishment of the civil responsibility system. The author points out that the company law legislation provision about the liability of investment are yet to be improved, since the registered capital is not real and relevant legal problems caused by fictitious investment still need to be further researched. Finally, this paper summarizes the above-mentioned advice on the perfection of existing company law to improve the ability to defend illegal acts. |
