Equity Contribution

It is held in China that only the registered capital is the best guarantee to the creditor, hence, based on the principle of capital solid principle, many limitations are set on the legal forms of shareholder's contribution. The old Act only accepts capital contributions in kind, industrial property, non-patented technology and land use rights. There is neither a principle set nor such word as "and so on" is used for the legal forms of shareholder's contribution to show the legislator's prudence, which is far from satisfying economic demand in China today and has been criticized by learners and experts. Our new company law should establish the concept of asset credit and expand the content of physical contribution, Aimed at prompting the development of our company,Stock-rights is the right that shareholder pool their capital to conduct business. Form and content of shares both directly and indirectly embody the form of property right, but it isn't ownership or creditor's right. It is a kind of special right that is independent of corporation. Although stock-rights contribution is not prescribed in the existing Company Act of the PRC,in company practice, with the further reform of national enterprises,It is frequently made by shareholders. So it is necessary to put up theoretical analysis and legislative design about stock-rights contribution.From the perspective of law,this dissertation adopts the method of theory and empirical studies combining,consults the foreign relevant provisions,explored the stock-rights contribution issues.The dissertation contains four chapers.Chapter I deals with the practical reality and legislative validity of stock-rights contribution.Chapter II deals with the theoretic rationality of stock-rights contribution on the basis of asset credit and stock-rights natureChapter III makes the legal structure in such aspects as the ownership of stock-rights transfer,the system of share evaluation and public notice, in order to increase its manipulativeness.Chapter IV analyses the issue of blemish stock-rights contribution and articulates the relationship between such contribution and relevant legal schemes as stock-rights transfer,reinvestment,circulating ownership of stock,separation and acquisition of companies.