Research On Legal Regulation Of Defective Equity Contribution

In recent years, equity contribution has become increasingly popular form of investment, to complete the replacement of the equity of the new company’s contribution is a priority way for many investors, especially in the process of the formation of the listing company. There is no doubt that, as a new way of investment, equity contribution has the following advantages:First of all, the equity contribution is conducive to expand the investment channels for the investors. Allow investors to the equity contribution rather than in money, land use rights, intellectual property and other investment, it will inevitably increase investors funded the way to improve the efficiency of investment and investor investment initiative; Secondly, the equity contribution will reduce the burden on the establishment of the company, in particular, to alleviate the financing problems of small and medium enterprises. Finally, equity investors can make idle equity to get maximum use, thereby increasing the static capital circulation, optimize the allocation of resources.In practice, however, the situation is not optimistic about the equity contribution. Since investment is a statutory obligation to shareholders, if shareholders equity contribution flawed, so it will inevitably lead to breach of statutory obligations. In practice, the behavior of the defective equity contribution not only damage the interests of the company, but also affect the interests of other shareholders and creditors of the company, and disturb the market order. So we must prevent and regulate the problems that arise in the practice of defective equity contribution. But the existing legal basis of equity investment in China is only part of the company law, the supreme law of the judicial interpretation of the company law and the provisions of the State Administration of industry and Commerce Administration promulgated the company registered capital registration and management regulations, it is not enough for the problem of defective equity contribution, so we should improve the relevant supporting measures as soon as possible to play a role in the system of equity contribution. Therefore, based on the theory of defective equity as a starting point, through probing into the reasons of defective equity generated, and then put forward the prevention measures of defective equity contribution.This paper is divided into four parts.This article from the concept of equity, indicates what kind of equity is the defective equity, and through the comparison with the equity contribution, pointing out what kind of equity contribution is defective equity contribution, and pointed out the specific type of defective equity contribution,Including:with the unknown ownership of equity contribution, with not to invest or not fully funded equity contribution,with the transfer of the right to the restricted equity contribution, with to be set the pledged equity contribution and not assess the value of equity contribution, and then point out the legal risk of the defective equity contribution.The second part introduces the problems in the legal regulation of the defective equity investment in China, and aims to point out the shortcomings of the defective equity investment in our country, so as to propose some targeted measures at last.These problems include the lack of the specific provisions of the defective equity contribution, which is the problem of imperfect regulations of the defective equity contribution, the imperfect regulations of the liability system of defective equity contribution,however, the relief measure is the final level of the defective capital contribution. Imperfect responsibility system will make the legitimate rights and interests of the stakeholders can not be effectively protected; and the system and supervision mechanism is not perfect, which is the most easy to produce defective equity contribution.The third part mainly introduces the main contents of the legal regulation of foreign countries in the prevention of defective equity investment. This chapter mainly introduces the legal measures of the United States, Germany, France and Japan, and analyzes the rationality of the foreign investment measures, and finds out the suitable legal regulation for our country,such as the establishment of a reasonable equity investment evaluation system, the establishment of a dual system of equity investment and improve the defect of the system of liability for defects.The fourth part is the perfection of the legal regulations of the defective equity contribution, and the main suggestions are put forward on the basis of analyzing the existing problems in the legal regulation of the defective equity investment in China:One is to formulate the specific provisions of the defective equity contribution, including the determination of the right of the defective shares, and the legal liability of the defective capital contribution; The second is from equity investment program puts forward suggestions for improvement, including improve the equity investment evaluation system and standard price of equity capital information disclosure; Three is to improve the supervision of equity investment, mainly to strengthen the supervision of the company’s equity investment companies and the supervision of the registration authority.