In Specie Contribution Laws Of A Number Of Issues

The actual goods investment refers to the property investment excluding the shareholder cash. Along with the daily promotion of the corporate system and the establishment of massive limited liability companies and joint-stock companies, there comes to be a great variety of modes of shareholders' investment. In the practical operation, the investment modes of many shareholders are drifting away from the law of corporation, which limits the investment modes, and the drifting is tacitly approved by many other shareholders, even the company itself. As to the operating needs of the company, many new investment modes should be absorbed into the present company law.In view of the particularity of the actual goods investment, the companies of many countries have legislated to attach importance to the problems caused by actual goods investment, and established relatively strict systems to appraise and limit actual goods investment. The present law of China, which deals with the offer of actual goods investment, has experienced many vicissitudes of legislation ideas, but it is still fundamental and unspecific, and has a lot to be improved, for it can neither meet the practical needs of the complex and diverse economic life nor prevent the dodges of law. Therefore, the definitude and improvement in legislation should be made as regards the actual goods investmentThis essay will elaborate on and probe into the entire actual goods investment condition separately from the actual goods investment and the actual goods investment risks, the comparison between the Chinese and foreign actual goods investment rules and regulations, the problems which exist in the corporate law of China on actual goods investment standard, and the feasibility of the two special modes of investment: creditor's right investment and the human resources investment.The full text altogether divides into five parts:The first part elaborates on the material factors of the actual goods investment and the actual goods investment risks. It mainly discusses the general constitution and the meaning of the actual goods investment, and the fulfillment of the actual goods investment and its risk burdens. By comparing the advantages between the actual goods investment and the cash investment, and by enumerating the multitudinous particularities of the value appraisal and the risk burden, the part discusses the necessity of the special legislation to the modes of actual goods investment.The second part elaborates on the present legislation regarding the actual goods investment in various countries. It compares the present laws of different countries to restrict the actual goods and their common grounds and different aspects. And afterwards it takes Germany and Japan as examples to probe into the two forms of covert actual goods investment: properties withstanding and afterward establishment. Besides, the part deals with the weak points of the corporate law of China by referring to the shareholders' practices in different big companies.The third part, as regards the criteria of actual goods investment, mainly covers the restrictions on the sorts of actual goods investment, stipulated in the present corporate law of China, by referring to the following aspects: the restrictions on the sorts of actual goodsinvestment, the definition of industry property rights investment, and the land employment rights investment, taking into consideration the vicissitudes of legislation ideas about the rules on the offer of actual goods investment and the disadvantages of the present rules on the offer of actual goods investment.The fourth part mainly analyzes the feasibility of two kinds of special actual goods investment modes - creditor's rights investment and the human resources investment. It defines the connotation, elaborates on the impediments and put forward some corresponding legislation proposals. As to the creditor's rights investment, the writer thinks it is feasible and necessary to permit the shareholder to invest with the creditor's rights. The key point is that the mode should be restricted by a perfect system. And it is also stated in the essay that there is no reason to remove the human resources outside the company capital category. An indispensable system should be designed to restrain the two modes according to a certain criterion so as to realize its guarantee function as the capital of the company.The conclusion suggests that in the corporate law of China we should abandon the enumerating legislation technology, which adapts to a simple economic life. Instead, we should adopt an elastic legislation technology. On the basis of defining the fundamental requirements that actual goods should meet, we should broaden the scope of the actual goods to satisfy the needs of modern economic life. At the same time, we should establish a strict actual goods investment procedure in order to attenuate the approving practices inside the company. In addition, we should also strengthen the supervision and inspection of dodging the stipulation of actual goods investment, and intensify the punishment of violating the rules on actual goods investment to reach the purpose of improving the system of actual goods investmentIn brief, the writer, through this essay, intends to do a little bit to solve the pendent legal problem of actual goods investment, which has puzzled the legislature and the executants of law for a long time, on the basis of the systematical elaboration on the legislation of actual goods investment and the relevant problems existing in both China and other countries in the world.