Shareholders Funded A Number Of Legal Issues

This paper focus on shareholders' capital distribution issues which would be developed from two aspects. The first one is some basic theoretical level issues related to shareholder' capital distribution, while the second one is several legal issues involved in specific form of capital distribution.In the discussion of some legal issues on the basic theoretical level, the first issue involved is the difference of current Company Law on the issue of shareholder' capital distribution from the original Company Law and the reasons for that change. Through the evaluation on several capital system of the original company law, the paper points out that the original shareholders' capital system in essence served for Legal Capital System and capital three principles under the capital credit concept. Then through criticizing capital credit concept the paper points to the reason for the existing Company Law transforming the original Company Law. And further points out a series of changes in the China's Company Law which embodies the transition from the capital credit to assets credit. Secondly the issue involved in this paper is the legal issues on shareholders' capital distribution discussing that the purpose of the legal nature of shareholders' capital distribution is to solve the problem of law application, because some scholars advocated, as shareholders' capital distribution have the law character of the Organic Law, the civil law norms need some changes before being applied to shareholders' capital distribution. After the comparative analysis of different theories, while evaluating this view, civil law norms arrives at including Article 51of Contract Law, and unless the special provisions on Company Law, the law relationship of shareholders' capital distribution should be directly applicable. This part at last will explore the law relationship of shareholders' capital distribution before the foundation of companies by examining the two different capacity theories on nature and capacity of "the company being incorporated", pointing out that" the company being incorporated " can not become the subject of civil legal relations. Before the establishment of companies, another subject of the law relationship of shareholders' capital distribution is the sponsor other than the investor.In the discussion on several legal issues in a number of specific forms of providing the fund, three forms will be involved. In the exploration into the shareholders' equity as capital contribution to other companies, firstly, by a comparison of the different types of shares, the paper draws a conclusion that the demands for different type of companies satisfying lawsuit condition are different. Then the paper works on establishing relations of the shareholders' equity as capital contribution to other companies and related systems on the Company Law, such as transfer of shares, investment, and the separation of a company and so on. Finally the paper will explore the shareholders' equity as capital contribution to other companies and mutual holdings issue. In the discussion of contribution by credit, firstly the lawsuit of contribution by credit is discussed. Then issues of delivery in contribution by credit are analyzed and at last a more special issue is examined, that is the double conveyance of claim in contribution by credit. At last in the examination on labor services contribution, firstly the paper keeps labor services contribution under comparative observation so as to find benefit resource for the China's labor services contribution legislation; then the paper elaborates the necessity of labor services contribution in economics to specify the values of labor services contribution; finally the paper expounds the dilemma of labor services contribution in theory of law and in practice to specify why labor services contribution gets short shrift from legislation.