Study On System Of Corporate Capital Reduction

In October27,2005, the people’s Republic of China to the Tenth National People’s Congress of the eighteenth meeting of the Standing Committee of the people’s Republic of China revised the "Company Law"(hereinafter referred to as the "Company Law"), On the capital system of the company to achieve a certain innovation, a substantially revised and perfected, For example, to reduce the company established threshold, reduced substantially when the company set up the minimum amount of registered capital, relaxation of shareholders’ capital contribution way limit, allowing shareholders pay contributions, cancelled the corporation investment restrictions, expanding the company repurchase case. However, the company capital system is matched with the reduction of company capital problem and without too much modification, in practice to display its shortcomings "Company law"178th article on the reduction of company capital has made specific provisions, but the stipulation is too simple and principle of legislation, leading to certain shortcomings, such as:no reduction of company capital substantive conditions, lack of capital reduction procedure defect relief measures, does not distinguish between formal capital reduction and substantial capital reduction problems.Based on this, this article in order to practice in the two cases leads to reduction of company capital problem, then expounds the basic theory of reduction of corporate capital, in-depth analysis of China’s capital reduction legislation present situation, and points out the existed defects, combined with the relevant legal system and China’s legislation present situation analysis, finally proposed consummates our country company reduction of system thoughts.The main part of this paper is divided into four parts, the specific research methods and results are as follows:The first part of this article with two practice involves the reduction of company capital cases leads to the specific reduction of company capital the reflection of the problem:defective performance reduction program reduction effectiveness how to identify, Reduction of corporate capital creditors how to remedy.The second part is the basic theory of reduction of corporate capital. This part of the overall overview, the part on the reduction of corporate capital the meaning clearly defines the generalized reduction of corporate capital,classification, and points out the necessity of reduction of corporate capital.The third part is our country’s existing rules of reduction of corporate capital. This section describes the "Company Law" on the reduction of company capital specific provisions, and pointed out that the existing provisions of corporate capital shortage is stipulated:the reduction of company capital real conditions, lack of capital reduction procedure defect relief measures, does not distinguish between formal capital reduction and substantial capital reduction.The last part of the sum of the said theory and on the basis of practical experience, combine of our country company capital rules should follow the guiding principles, learn from other countries advanced company capital concept, put forward to perfect our country company by legislation:the reduction of company capital essential condition, improve the protection, to distinguish between formal capital reduction and procedure reduction of capital.