The Reform And Development Of Company Capital System From The Perspective Of Capital Freedom

By the end of 2013, our company ushered in a major reform of the capital system, both opportunities and challenges, the reform measures subsequently caused widespread concern in society as a whole. The Company Law Reform total of 12 provisions been modified, can be summarized as follows: Abolition the minimum amount of registered capital, implementation of subscribed capital system to replace the contributed capital system, and meanwhile simplify company registration procedures. The reform conforms to the international trend of the development of the company’s capital system, reflecting the deregulation, and established superiority of the capital freedom idea. But as the two sides of a coin, when we positive evaluate results of the reform, we must face the negative effects brought by the reform. One side, the subscribed capital system instead of the contributed capital system, without capital verification, it whether to cause indulge false investment, or it has causing apprehension about that the shareholder’s funding is not real, the reform is also affects the full realization of the interests of creditors, then the level of protection of creditors may be reduced. On the other side, under the background of our country’s credit system is not perfect, a series of reform measures and the concepts of the past capital system has a great of difference, it whether to trigger investment fraud by the company or the investor, this deepened the people’s concerns about transaction security.This article is "capital freedom " as a research perspective, research on the reform and development of China’s company capital system, based on this to make comments on the reform of the company law, then some confusion and misunderstanding in the theory and practice to be discussed, tease out deficiencies and propose solutions strategy, so as to explore and prospect the further reform of our company’s capital system.This article is divided into five chapters to discuss the reform and development of company capital system from the perspective of capital freedom, including introduction, text, conclusion and references.In the first chapter, introduction, mainly elaborated the background and significance of this article. This part is mainly based on the brief introduction to the present situation of the reform of company law, research about the development of the capital from the perspective of capital freedom, and trying to assimilate into a new legal idea, it will be have a new theoretical and practical significance.In the second chapter, introduces the origin and development of the capital freedom in western company capital system. This part firstly clears to clarify the basic understanding of the capital freedom; reveals its definition, core and implementation, and its growth, evolution and development process in Western countries company capital system, laid a theoretical foundation for the discussion below how to further the capital freedom into the institutional framework of our country.In the third chapter, inspect the growth process of the capital freedom in the capital to institutional change. This part is discussed in three levels: the first stage is the period of 1993, "Company Law"; the second stage is the period of 2005, "Company Law"; the third stage is the period of 2013, "Company Law". Through the historical comparison, it is considered that the capital system in the past has not achieved the ideal legislative intent, by evaluated the current pattern of capital system, reveals the evolution selection path of the capital freedom in the capital system model, and is now on the horizon.In the fourth chapter, discourse the problems and solutions of the capital freedom in the capital system operation in our country. This part is mainly about analysis and researches the controversial issues after the reform of China’s capital system, the transaction risk will increase under subscribed capital system, the transaction security will be have hidden trouble, in the analysis that we shall propose solutions or improvement suggestion in terms of the limited liability of shareholders, creditor protection mechanism and the company credit system.In the fifth chapter, put forward the future reform and prospects about our company capital system from the perspective of capital freedom. This part is based on the legal idea reflection and legal system review from the reform process of our capital system, combined with the western capital institutional change enlightenment to our country, sums up the direction and trend of company capital system reform in our country will be promote the capital freedom as the guide, implement the idea of capital freedom, finally fully realize the company autonomy.Epilogue, summarize the views of the text, it shows that the research theme of this article have value and space worth to continue explore.