On The Shareholders In Specie-funded Legal System

The present Corporation Law of China does not adopt the concept of contribution in kind , however, as one of the ways of investment, contribution in kind does exist in the practice of a company's incorporation. This thesis, which is divided into four parts, concentrates on the institution of contribution in kind and discusses the matters concerned with it in different aspects. The first part of the thesis introduces the legislation of contribution in kind in different countries. The second part deals with the evaluation of contribution in kind stipulated in Corporation Law of China. In the third part , the author analyses the feasibility of creditor's rights and human capitals as two kinds of contribution in kind. Last but not least , the author expounds the transfer of title of contribution and the problem of risk contributions which are bound to occur in the practice of contribution in kind subscribed by shareholders.The purpose to analyse the legislation of contribution in kind in different countries is to discover the deficiency of the stipulation in China's Corporation Law by contrast and then introduce the ways adopted in other countries which also fit China's circumstances into China's law system. In this thesis, the author compares contribution in kind institutions applied in different counties and finds out the common characteristics in those countries. Meanwhile, the author dwells on the typical institutions established both in Germany and in Japan. Special provisions on such covert contribution in kind as succession of property and post establishment. There is a great necessity for China to learn from them.As is a typical deficiency , Corporation Law of China lacks elastic rules. According to article 24 and article 80, shareholders are entitled to invest with cash, capital goods, industrial property rights, non-patented technology and land-use right, etc. However , many other acceptable contributions are excluded from corporate capital. Therefore, in order to promote the improvement of the present contribution in kind institutions, efforts must be done to probe into the feasibility of those acceptable contributions which are not provided in the present law to be used to invest by shareholders . So, the author pays much attention to the feasibility of creditor's rights and human capitals to invest.In conclusion, the author insists that the institution of contribution in kind should be introduced into Corporation Law of China. In the establishment of this institution, being clearly aware of the five constitutive requirements which constitute a contribution and the appropriate adjustment accordingly to Corporation Law of China that includes succession of property and post establishment is especially important. It shows that it is possible for shareholders to invest with creditor's rights and human capitals in China. To avoid the abuse of their rights by shareholders, whether a contribution can be used to invest or not depends much on when it is used and whether there is comparatively good accessory rules and measures to regulate it.