The Risk Prevention Mechanism Analysis After The Abolition Of The Minimum Registered Capital System

The company capital system is the basis for the company to the existence, The registered capital system is an important part of the company’s capital system, And the reform of the registered capital system has been a hot topic in various countries. The completion of this article is based on the background of the modification of the 2013 Company Law. One of the highlights of the new Companies Act is the abolition of restrictions minimum registered capital system in addition to the special industry. However, the minimum registered capital system as a part of the registered capital system is not so widely studied by the scholars. Previously the scholars study the minimum registered capital system, often affiliated with Research Capital System. Or they are limited to demonstrate the shortcomings and the ultimate fate of the deposed of the minimum registered capital system, But it is the consequences for its abolition that should be pay attention to. This paper focusing on the problems produced after the modification of the new Company act, has changed the old research direction. Then this article makes recommendations, so that it can be helpful for the implementation of the Companies Act and the complete set of measures.In this article, at first I analyzed the traditional theory of the minimum registered capital system, then I put forward questions on traditional theory.So we can see that the basis of the traditional theory has been lost. Next I pointed out that the abolition of the minimum registered capital system is a general trend. Because the minimum registered capital system will inevitably be abolished both in the countries of the Anglo American law system and the countries of the Continental law system. At last I pose several questions about the abolition of the minimum registered capital system and some preventive measures are provided for reference. The article is separated into five parts.In the first part, I mainly elaborated the traditional theory which is dependent of the minimum registered capital system, and the questions about the traditional theory. First of all, I analyzed the traditional theory that the minimum registered capital system maintain the transaction security and protect the interests of the creditors. The second, I put forward the questions for each of these two theories and pointed out that the minimum registered capital system has been the shackles of development. Finally I pointed out that the traditional theoretical foundation which is depended by the minimum registered capital system has been disappeared.In the second part, I mainly discussed about the legislation experience as well as the risk control measures of the institutional reform in the other countries, from which we can learn a lot. In this part, I mainly discussed the legislative status of the United Stats as well as the Germany and our Taiwan area. Finally we can conclude that the abolition of the minimum registered capital system is a trend as well as a international trend.In the third part, I mainly tells the potential risks after the abolition of the minimum registered capital system.In this part, I discussed the potential risks from three aspects: shareholders’ rights and interests protection; Creditors’ rights and interests protection.In the fourth part, the suggestions and measures which is aimed at the risk of the above are put forward. In this part, by learning foreign experience, I put forward the corresponding specific solutions. Specifically, creditor protection is analyzed from the following four aspects: the transformation of the concept of capital credit, the establishment of the a rational education system and improvement of the creditor information disclosure system, the establishment of a notary system and the improvement of the Disregard system and the improvement of the Earnings distribution mechanism; Protection of shareholders’ equity is mainly analyzed from following two aspects: the loss of the right program and the program of the protection for the integrity of shareholders.The last is the ending part. This section makes a brief summary of the full text and also it noted that while the minimum registered capital system has been abolished, the subsequent related measures need to be improved immediately.