The Legal Regulating Of The Non-monetary Contribution

The non-monetary contribution system of current company law regardless of the scope of the subject, the subject matter, assessment mode, the public way, or non-monetary contribution on the responsibility of there are not very perfect. Therefore, it is necessary to regulate it reasonably by learning from the non monetary contribution of legislation inside and outside the domain.Based on the concept of non monetary contribution, the distinction between non monetary investment and the real object contribution, intangible assets investment and physical capital contribution is made in the first part of this article. At the same time, the necessity of the non currency contribution is discussed. And it is reflected in four aspects: the need of turning capital credit to assets credit, the trend of the development of company autonomy, the need of balancing the economic efficiency and the transaction security demand, and the requirement of the set of essential factors of production.The analysis and improvement, related to the legislation of the non currency contribution both inside and outside the domain, and the legislation of the main body of China’s non monetary capital, is discussed in the second part. Inside and outside the domain of most legislation of limited liability companies and joint stock limited company, the scope of investment main body of the firms to set up the stage and phase of the investment main body range is not consistent. As a result, our country company law can also be on the main body of the non-monetary contribution in company phase type and the company is located on the distinction, and appropriately expand. In addition, there is legislation which restricts the capacity for action of the main body of non monetary investment. In our country, a person with limited capacity can become the subject of non currency contribution, as long as he or she doesn’t bear the responsibility of the initiator.The third part focuses on the eligibility requirements of the non currency contribution subject matter and the analysis and selection of the object type. The eligibility requirements of the non currency contribution subject matter consists of two theories: four- elements theory and five- elements theory. But that is not concerned by the Anglo American law system. Non-monetary contribution in our country legislation is not perfect enough, not suitable for said abandon elements, under the said requirements appropriate to add some non-monetary contribution to the subject matter the type of this approach is more suitable for China’s currentsystem of non-monetary capital contribution at the same time analysis the legislation is not clear the creditor’s right, usufructuary right, human capital and commercial franchise as non-monetary contribution the feasibility of the type of subject matter.assessment and publicity of the non-monetary contribution are analyzed and some suggestions are put forward in the fourth part. The evaluation mode mainly has four kinds of mode: the board of directors and "the board of directors business judgment mode", initiator and " sponsor negotiation mode", "compulsory expert assessment" and the exemption exception mode, and the mode of the survey and investigation by the court selected examiner or notary. Non-monetary contribution assessment mode in our country is similar to "forced expert evaluation" mode, but the lack of exception exemption, legislation to regulate and perfect. Publicity is a way to supervise the non currency contribution, and it is the requirements of the commercial appearance. Overview of international legislation, the information of the non monetary contribution can be published through the articles of association of the company, stock declaration and commercial registration book. And its content is also comprehensive. The publicity system of the non-monetary contribution in our country can distinguish different stages to rich forms of publicity documents, and to improve the publicity content.The fifth part summarizes the form of obligation violation of non currency contribution, and put forward some suggestions for responsibilities of the non-monetary contribution. There are three kinds of situations that violate forms of obligations of the non currency contribution, including no capital contribution, inappropriate and withdrawing capital. Those people-- The sponsors, directors and senior manager, evaluation authority and its appraisers, should be responsible for civil liability, administrative responsibility and criminal responsibility. The sponsors shall bear civil liability including restriction or cancellation of equity, to make a supplementary payment forcibly and joint liability, liability for breach of contract, liability for damage and interest penalties. Directors who violate the duty of diligence so that it leads to investment not be paid in full, shall bear the liability for compensation. And directors who assist the shareholder withdrawing capital should bear the joint liability. With making false assessments, evaluation authority and its appraisers should assume joint liability in the range of false assessments. Because of error evaluation, the interest of the third person is damaged. They should bear compensation liability to the third person. In addition, for defect assessment, but also extend to the main responsibility should be part of the shareholders and the board of directors, as in the case of the non-monetary contribution property of little value, some companies in order to save the cost would be to choose their own assessment or evaluation together with the appraisal institutions.