Equity Funded Legal Research

With the development of the corporate law ,people has a new opinion toward the registered capital .From the capital-credit to the asset-credit ,there is the change of the perspective value of contribution .That offer a theoretic basis to the verification of the methods of contribution .There is a amendment in the methods of shareholder contribution in 2005 .That form a basis of the equity can to be the contribution .However ,the Administration of pilot registration and management of equity contribution promulgated by Shanghai ,Jiangsu and Zhejiang's Trade and Industry Bureaus and Chongqing's Trade and Industry Bureau offer norms for the equity contribution in practical .However ,as to other methods of capital contribution like cash ,right to the use of land ,intellectual property ,equity has some special attributions .Our state must established and perfected the equity contribution system on the basis of attributions of equity .On this basis ,this thesis introduce the concept and elements of equity contribution ,discussed the issues of equity contribution-related ,bring forward related systems .So that can perfect the equity contribution system.In part I ,author introduce the concept of equity ,and analysis the attribution of equity .This thesis hold a perspective that equity is a new and independent right .Equtiy is belong to neither real rights ,nor claim rights .Equity is a oganic combination by property rights and non-property rights .If only confirm the attribution of equity ,we can analysis and perfect the equity contribution system .So this part is the basis of this thesis .In part II ,author introduce the concept of equity contribution ,and some ways of equity contribution in practical .We can have a profound recognize to the concept of equity contribution ,when equity contribution compere with some other concept.In part III,author introduce some country's legislation .In those country ,equity contribution is admitted by legislation .There are some qualifications to the property that can to be use to contribute in China .These qualifications are ascertainable ,characteristic company law 's efficiency value ,equity investment's economics meaning ,evaluable and transferable .We can confirm that equity can use to be the contributed property when we found that equity size up the conditions .However ,corporate law have the regulations about the non-cash property can use to be contribution also .There are two conditions ,evaluable in cash and transferable .Equity size up these conditions too.In part IV,author consider equity contribution is one of the ways of equity transfer ,Both of them can bring the transfer of equity rights and get the consideration .Equity contribution must perform all procedures of equity transfer. So we study the equity transfer first when we study equity contribution .Equity contribution system is on the basis of equity transfer system .The procedures of equity transfer contain consensus ,performing legal duty ,delivery of equity ,changeful of shareholder's book and changeful of registered of shareholder's qualification .When refer to the effective conditions of equity transfer ,author suggest that it will depend on the situation .In limited liability company ,the effective condition of equity transfer is the changeful of shareholder's book .But in company limited by shares ,the effective condition of named share transfer is the changeful of shareholder's book ,when the effective condition of un-named share transfer is the payment of share.In part V ,author analyze the elements of equity contribution .The right subject of equity contribution contain limited liability company and limited company by share .When it come to the foreign capital company ,author suggest that foreign capital company can't to be the right subject .The obligation subject of equity contribution contain legal person ,nature person and other organization according to the corporate law and other regulations .Author suggest that foreign nature person and foreign capital company can be the obligation subject ,because corporate law did not forbid that .Equity always attach to the share .So when we study the object of equity contribution ,we can study from the share .From the administration enacted by Shanghai ,Jiangsu and Zhejiang's Trade and Industry Bureaus and Chongqing's Trade and Industry Bureau ,we can see that the object of equity contribution contain the share of limited liability company and limited company by share.In part VI,author bring forward the suggestion of legislation to build the equity contribution system .Contributing with equity will bring some problems, because equity has special characters .We must build a series system to standardize it .This part also divide into five small parts .Author suggest standardizing the equity evaluation system in part one .The contends of equity are integrate with many aspects .The value of equity has relationship with the object company's assets and profit ,the controllable of the contributive equity ,liquidity of equity .Otherwise ,author discuss the equity evaluation system from the subject ,examination and opening of the result of evaluation .Author suggest standardizing the equity contribution revelation system .The value of equity is changefully .The invested company must revel the financial information of the object company ,in order to protect the right of creditor .In this way ,creditor can get the information ,then can make a choice to trade .Author suggest standardizing the equity reinvest system in part three .If equity invest many times ,it will bring the phenomenon of capital increasing falsely .Author suggest standardizing the responsibility for remedy of investing system in part four .The value of equity is fluctuating .If the value of equity decrease when equity transfer to the invested company ,the shareholder must fulfill the responsibility for remedy of investing .Author suggest standardizing the responsibility for defected equity contribution system in part five .The defected equity contain the value defected equity and the right defected equity .Author analysis the instances of investing with defected equity ,then discuss the validity and effective .