Research On The Reform And Improvement Of Company’s Capital System

Legislative Background:On December 28, 2013, The 6th Session of the Standing Committee of the 12 th National People’s Congress deliberated and approved<the Decision on Amending the Company Law >, which will be put into force on March 1,2014.The modification was made to implement the State Council direction deployment of reforming the registered capital registration system. Quite suddenly, the legislature did not solicit opinions of legal profession widely so that there are many arguments after the modification. The main content of the modification is: changing the limited subscribed system into unlimited subscribed system, canceling capital verification and contributed capital registration, annual publicity instead. After analysis, we can draw a conclusion: when there is no fraud, the unlimited subscribed system will not have an effect on company’s debt serving ability because of the Article 35 th of Bankruptcy Law’s limitation, but the actual trade risk is increased, especially for small businesses and natural person. However, while the modification of the Company Law weakened the credit capital, it didn’t provide system security for disclosing the reality of state assets in “asset-credit”, on the contrary, it exacerbated this problem. Among this system design, those who facing the biggest risk would be some small businesses and natural people who lack of legal experience and ability. Facing the situation that the wealth gap is widened continually, the system modification will affect the normal order of wealth flows partly, and increase the transaction exposure in the lower and middle classes.This paper is divided into five parts:The first part introduces the 2014 《Company Law》to modify the content and assessment, introduced major changes of《Company Law》and the changes brought to the enterprise. The second part analyzes the solvency of the revised《Company Law》,when there is no fraud, the unlimited subscribed system will not have an effect on company’s debt serving ability because of the Article 35 th of Bankruptcy Law’s limitation, but the actual trade risk is increased, especially for small businesses and natural person. The third part is the issue of the revised《Company Law》which is easy to produce,Mainly to protect the interests of minority shareholders. The fourth part is the relevant provisions of foreign law. Focused on the civil law and common law countries and commercial legislation provisions on the company’s registered capital. The fifth part is perfect proposals. The author proposes a sound directed to "asset credit" to "capital credit" transition under Suggestions.