| Gradually along with the process of economic globalization, economic competition between countries are becoming more competitive,construction and operation of corporate law ave a direct impact on economic growth of a country and its competitiveness in the international arena.Companies registered capital system as a core research areas in Corporate Law and it has arouse attention in academic and practical area.Our company registered capital system accompanied by thedevelopment and changes of the times of national economic policies are perfect. "People’s Republic of China Company Law" has been revised in 2003 and the company registered capital system significant makes a great reform including abolishing the minimum registered capital limit and implanting subscription system,which release the vitality of the entire market as well as promote the sustainable development of China’s economy and ease employment pressure. However,how to balance the interests of shareholders and creditors,how to build related measures to safeguard the further implementation of the reform of company law system under this new system deserves further attention.Companies registered capital system reform, especially the implementation of subscription system, causes a lot of confusion, such as how to deal with shell companies in case of abusing the principle of corporate limited liability,how to distinguish subscribed property and corporate property,how to prevent the phenomenon of inflating registered capital by shareholders and how to design appropriate regulatory regimes are all the main contents of this article. To ensure the company’s registered capital system carries out smoothly,we need to establish corresponding operation.First, improving the company personality denial system.Secondly, through credit guarantee system of investors and the use of corporate liability insurance to consummate the security system.Thirdly,through the improvement of information disclosure system and refine the company’s annual report system to improve the regulatory system.Fourthly, through the establishment of joint and several liability of subscription system, regulate the director’s civil liability and perfect the system of responsibility for encroaching on company property.Finally,we need to realize social supervision cohabitation.In addition to the introduction and conclusion, this paper consists of four parts as following:The first part, I will introduce the basic theory of the company registered capital system including concepts capital, registered capital, the company registered capital system and its value which includes the security of transactions,the efficiency and fair trade.The second part,I will study legal regulation of the company registered capital system.The first section introduces the major outcomes of this new amendment including abolition the minimum registered capital limit and implement subscription system and the annual report of enterprise system.The second section makes comments on these measures and the third section makes a summary of this reform.The third part, I will discuss the confusion of reform of the company registered capital system.Although the reform has a lot of bright spots, there are still existing many questions such as the arousing of shell companies,the threaten of the principle of corporate assets’ independence,high and false registered capital and social credit crisis.The fourth part,I will analyze other countries’ company registered capital systems which can provide reference for us.Measures for our reference are as follow:corporate personality denial system, construct the equitable subordination principle,refine the investment reminder program and improve the information disclosure system.The fifth part, I will discuss methods of the company registered capital system based on the third part.We need to learn appropriate and feasible, mature experience and practice from other countries in order to ensure this reform carry out smoothly. |
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