| The research for the capital- and its function was not perfect when making law for company. So there are Lots of defects in the criterions which regulate capital offering system and capital circulating system .It emphasize the capital's guarantee function excessively, but neglect the propagate function.This text adopt the method of comparison Law and the economy law .Through the research of formation, maintain, transferenlion and law duty about capital . it announce the defection of current company capital system and how to perfect it.First, I find out the different meaning of capital in economy and law , establish the core status of company capital system in the modern company system . It set basis for the independence of the modern company personality, provide safety mat for establishment of capital credit principle and point that the company capital system should establish tropism of safety, fair and efficiency .Second, Through the comparison research which about " legal capital system, authorization capital system, compromised capital system" ,I summarize that the Legal capital system guarantee the reality and credibility of company capital on a certain degree But on the other aspect, when asking entire capital a time may result in difficulty for setting company. The procedure to increase and decrease is fussy, it could not adapt to the demand of market economy. The authorization capital system does not ask entire capital a time .so it is convenient to set a company, but on the other hand may result in the capital which company actually acquired little, weakened the protect for credi tor benefits. The Ling land-American law has already maken up this defect . Now the majority mainland country indraught the contents of England-Amcrican authorization capital system when amend its company capital system according its own.situation, But did not completely copy. So there is a compromised capital system between Legal capitai system which Contient law adopted and authorization capital system which England-American law adopted. The compromised capital system absorbs the advantage of lega.l and authorization capital system. It is conventlent to set company, conquer the risks which authorization capital the system occurred and it delegate the trend ol' modern company' s development .Third, This text analy'/e the total circumstance of current company system and the reason when it formed. Our current strict Legal capital system, adopt the principle of certain capital , maintain capital and constant capital. It consult compromise capital system when contcapose foreign invest company in a certain dagree.I'ourth, This text point put point out the defect when making Law for our country current company capital system, it request high register capital, the minimum company about technology development, consult, service even need the company 10 ten thousand yuan, and the scope only be Limited in the cash, real object, the right of industry , not patent technology and the right to use Land. It adopt enumerative mode , don' t live any space for other capita.!, formation, and when switch investment only be limited in the limited liability the company and stock company ,and the invest proporation is limited in an unsure neat assets. It has been not suitable for current situation when return to buy capital limited in two cases: Log off the share for decrease capital and incorporative with other company which has its stock. It emphasize excessively the foundation of capital, system guarantee function, but neglect the design of the other related system, and consequently make the guaranteeing of creditor benefits stay in the superficial.Fifth, this paragraph primarily point out that how to perfect the defect which offer in the fourth paragraph. First, it shouldamplify the scope for company capital, establish capital system which have definite keystone and existing spare space . .It should indraught; the concept of real object , decrease the sum of lowest registration capital, and the limitation of lowest registration capi... |
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