| There is no doubt that capital system is the company legal system's fundamental, because it involves not only the company's operations itself, but also the economic development throughout the country. Law is based on the economy, but will be counterproductive to it. In the choice of the company's capital system, recently there has been a dispute between the systems of statutory capital and compromise capital and authorized capital. The Company Law was amended in 2005; the company's investment policy is more lenient system:statutory capital system, which allows that after the investors recognize enough registered capital when the company is established, the payment can be installed within a certain period. Although this system, compared to the strict system of paid-up capital before the promulgation of the new Companies Law 2005, is more relaxed, but its essence is still a statutory capital system. Some scholars believe that, since the legislators have the courage to cut the minimum registered capital, and can accept the system of payment in installment, it's not as good as a comprehensive introduction of authorized capital system in China. Because the current system of corporate capital put a larger set of obstacles to the company's establishment and operation, this is not conductive to the function of creating social wealth that maximized by social capital, is not conducive to the rapid development of China's market economy, and do not meet the actual needs of current China's market economy development. Any legal system should have suitable soil and air for its birth and development. If put aside the country's basic national conditions, pursue the so-called advancement of legal system one-sidedly, and transplant the so-called advanced Western legal system blindly, it's probably not ideal for fruit knot.Compare the statutory capital system with the authorized capital system, the design of the specific system vary. Statutory capital system requires capital once be paid in full and the strict restrictions on the minimum registered capital. Shareholders' investments are in the form of limited funding, and have to go through rigorous verification procedures. In the meanwhile, the authorized capital system is generally no minimum capital restrictions, the company's capital is no need a fully subscribed, shareholders invested in various forms, and setting up procedure by company is relatively simple.The differences of company's capital system are from the legislators'different legislative values, namely, the trade-offs of value between security and justice and economic efficiency. Statutory capital system can guarantee accuracy and reliability of corporate capital, to prevent the fraud and speculation during the setting up of company, to protect the legitimate interests of creditors of the company, while authorized capital system can maximize the efficient use of funds. Countries choose a different company's capital system, for the real root lies in the different national soil and the external environment existed in every country. In the current China, there are still some legal obstacles that are difficult to solve in a comprehensive introduction of the authorized capital system:the market mechanism is imperfect, especially, the immature of the capital stock; the build of the social credit system is seriously lagging behind; judicial system and legal environment is not satisfactory. If we want to comprehensively introduce authorized capital system in China, to maximize her system's superiority, we should further establish, cultivate and improve the market system of China, especially for the capital stock, we should legislate scientifically and strengthen the management; we should comprehensively build the social credit system consistent with the development of market economy; and we should vigorously promote the reform of the judicial system, so that it's legal and institutionalized for judicial intervention in corporate governance disputes. |
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