| Some scholars once spoke highly of “company”—an incomparable artificial system: the treasure that company has brought to the world parallels the invention of steam engine and electricity. Company reorganizes the input and output of money; the limited liability has aggregated large amounts of social capital. The unique management structure of company has paved the way for a perpetuating business. The development history of company can be seen as the history of improvement and development of the company’s management structure. The company capital is the material elements of the company’s management structure. For a long time, the company capital system has been used to balance the interests between stockholders and creditors. With the development of the market economy, people come to realize the fundamental function of market in optimizing the distribution of resources and that the government is not omnipotent, only limited government can release great economic vitality. The change of idea has promoted the transformation and revolution of the company’s regime, the core of which is to develop the self-consciousness of the company and accelerate the establishment of the structure of self-management company. At the beginning of the reform and opening-up, the theoretical cycle and the practical cycle had limited knowledge of company capital system, so the strict capital regime has restricted the company’s flexible management space. At the Eighteenth People’s Congress, the aim of “speeding up the transformation of government functions” was raised; the third plenary session of 18 raised that we should comprehensively deepen the reform and opening-up and let the market play the decisive role in resource distribution. In this background, on December 28 th, 2013, at the Sixth Conference of The Standing Committee of the Twelfth National People’s Congress, the Company Law of the PRC has been revised. This time the innovation of the Company Law is an all-round and substantial revise of our original company capital system, and our company capital system has taken on a new look.Before the revise of the Company Law, many scholars have offered some advice as regard to the revolution of company capital system and called on to transform from singular legal capital system to the flexible management capital regime which reflects the company’s highly self-autonomy. To some degree, the revise has relaxed the country’s restriction on the company establishment and endowed the company with some liberty of autonomous establishment and management; it complies with the development need of the market economy and conforms to the background of “comprehensively deepening the reform and opening-up” and “speeding up the transformation of government functions”, and responds to the appeal of experts and scholars at the same time.Nevertheless, this revolution of company capital system is not perfect as well. We should see some negative effects and its existing defects when we admit the active effects. Firstly, this paper has summarized the definition and characteristics of the company capital system,and then elaborates the evolution process of the system with the historical research method, and concludes the value concept of the revolution of the company capital system, as well as its scientific nature. Secondly, through the utility of empirical research, the paper elaborates the existing main problems in the company capital system and analyses these problems one by one. In addition, to solve and avoid the current problems, this paper has come up with the detailed measures and solutions. Last but not least, the paper has raised some improvement steps and legislation suggestions to the current system,hoping that our company capital system will have an improvement in legislation and practice, and play a better role in the future. |
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