The Principle Of Capital Maintenance In Chinese Corporation Law

On December 2013,the 12th session of the Standing Committee of the sixth national people's Congress considered and adopted a decision,amending the corporation law of the People's Republic of China.The most notable is that,the company's capital system changed thoroughly from paid-in-system to a complete subscription system.When we set up a company,no longer required the proportion of the initial capital and the time limit of unpaid capital,but completely determined by the articles of association of company.This reform shake the theoretical basis of the three principles of capital what we have always been adhere to.There is a problem that under a complete subscription system will we still need adhere to the principle of capital maintenance?Cancelled the limit of company's lowest registered capital,insist on capital maintenance whether there is any significance?This dissertation will from the theoretical origin,basic connotation and functional of the capital maintains principle point,use the theoretical and practical experience of other countries for reference,to analyze the principle of capital maintenance,explore the theoretical approach of the capital maintains principle under the background of company law's reform,and how to implement this principle,create a win-win situations between protect creditors and active capital markets.Since 2005,after amending of corporation law in China,the Government has relaxed the control of market,administrative supervision is gradually fading out,in order to promote the prosperity of the capital market.Not only China,but also other continental law countries like Germany and Japan,in the trend of international economic integration loose the limitation on the company's capital.Germans not only reduces the statutory minimum registered capital,but also create a new type of company called "Unternehmergesellschaft".Germany is the first teacher of our corporation law,it is necessary for us to study the reform of capital system of Germany.Japan's capital system reform has experienced three degrees,the regulation on capital from loose to tight to loose,its reform experience is worth learning.Authorized capital system represented by America after hundreds of years development,has formed the perfect capital operation and the creditor protection system,we should learn the native authorized capital system,to solve the problems in our country.The principle of Capital maintenancedoes not exclusive belong to the statutory capital system,authorized capital also have capital maintenance requirements.The principle of capital maintenance should not be abandoned,but should pay more attention to it,to prevent the insufficient of company's capital,so as to protect the interests of the creditors.The prosperity of the authorized capital system of Anglo-American law system owes a good deal to the flourishing market environment and impeccable afterwards relief mechanism.Our capital system reform is under way,the revision of the Corporation law is not the end,afterwards relief mechanism shall timely follow up,in this way can we both safety and efficiency obtain.Through to the comparative study of Chinese and foreign,exploring the connotation of capital principle.This dissertation combined with the judicial practice and national conditions of China,then try to solve the possible problems about capital maintain in the judicial practice in the future.