On The System Of Limited Liability Company's Capital

Nowadays, the research on laws of limited liability corporation (LLC) is paid much more attention. For example, European Union has given the full consideration about the difference between the LLC and stock corporate into their corporate laws, and the difference is the base of legislation of corporate law. It simplifies the system of the LLC, abolishes the rules which mainly protect the benefit of creditors and have been proved useless for the LLC. Most LLCs are the middle or small scale enterprises which form the base of economy. The developments of middle or small scale enterprise have their special demand in legislation, so how to create a appropriate corporate law to meet the demand is a very important problem. In the system of corporate law, the capital system is the core, and it has special traits in LLC. This dissertation has made much research on the capital system of LLC, including the mode of capital system, capital component and the share transfer restriction. Through reflecting our incorrect rules, studying the trend of advanced corporate laws, combining the practice in china, this dissertation finally put forward some legislation suggestions.This dissertation is composed of three parts, the foreword, text and conclusions. The text has three chapters. The first chapter has discussed which corporate capital system mode China should choose. At first I made a detailed analysis about three modes of the corporate capital system, statutory mode, accredited mode and compromissary mode, and then demonstrated it form three aspects, the reliable relationship among the shareholders of LLC, LLC's closed finance system and our nation's behindhand credit system, and at last I got a conclusion that our corporate law should insist the statutory mode, but in addition we should perfect today's statutory mode, reduce the statutory minimum registered capital and make a strict custody system.The second chapter has designed our future LLC's capital component system. I looked back to our past and today's legislation about corporate component system, put forward that we should change the structure of the monetary component and nonmonetary component, allow people subscribe more forms as the LLC's capital component, especially the intellectual property right and human capital.The third chapter compared some nations' corporate laws about the LLC'S share transfer restrictions, reflected our corporate law's defects. The dissertation points out that we should learn the other nation's advanced laws, make better restrictions about the inside shareholder's transfer and the transfer with outside persons or unions. In the end, as a supplement, we should not forget the link work between the corporate law and other laws about the share transfer. jIn the end, I induced the dissertation's two clues, and made the final conclusion.