| The capital system of the company is the core content of the company law. The change of company's capital system is greatly related to the balance and coordination of the interests of the shareholders and the creditors. The amendments of the "company law" in 2013 abolished the approval of the minimum capital in registing a company. At the same time, it cancels the synchronization of the verification link and investment period limit. The abolition of the minimum registered capital system in the New Company Law adapts to the trend of the development of the company system. Meanwhile, it is also the legislative transformation of the company law philosophy from capital credit to asset credit. Inevitably, it is the result of the development of the company system with a positive significance. The abolition of the minimum registered capital system is good to the liberation of the registered capital of imprisonment. It also stimulates the investment and improves the efficiency of the company's operation, as well as promotes the prosperity of the market and economic development. The relaxation of the registered capital supervision in the set-up stage of the company helps to re-build and improve the protection of the interests of creditors based on asset credit mechanism. However, the key to the problem lies in the fact that whether the minimum registered capital limitation can protect the interests of creditors and protect the security of transaction. What is the result of the new company law? How to how to eliminate all disadvantages and construct a new protection system that is benefit to the creditors? These are the main questions this article needs to solve.This main text of the article is divided into four parts.The first part is the overview of the company's minimum registered capital system and the evolution of legislation. First of all, the text explains the basic concept and the function of registered capital of the company. Secondly, the legislation evolution of the minimum registered capital system is discussed, including the United States as the representative of the Anglo American legal system countries and Germany as the representative of the continental law system countries. In this section, the article mainly study the foreign historical data of the current situation of foreign research, as to seek the basis of the international environment for our country to abolish the minimum capital. Then it expounds the evolution of Chinese company minimum registered capital system, and makes a comparative analysis of the minimum registered capital system of the two law system countries in the world. This section uses the historical research method, the comparative analysis method to prove the fact that the abolition of the minimum registered capital system is not only the trend of the development of the World, but also good to our company. The study abroad is for the service of the following system design, that is, how to achieve the balance between the interests of creditors and shareholders.The second part is the rationality of the abolition of the minimum registered capital of our company. The article not only analyzes the rationality of the abolition from the practical level, but also explores the rationality of the abolition of the system from the system level. First of all, discuss the rationality of the abolition of the minimum registered capital limit from the perspective of the shareholders of the company. Secondly, analyze the rationality of the abolition of the minimum registered capital limits from the perspective of the protection of the interests of creditors.The third part discusses the operation effect and problems of the new company law in 2013. Firstly, the implementation of the new law is analyzed. In this section, the author uses the empirical study method to analyze the data in the official website, founding that in the implementation of the new company law, the advantages outweigh the disadvantages. But there are a series of problems as well. Secondly, through the investigation and study of practice, there are many problems need to be overcome under the new company law in the implementation. As to those problems, the following system design is put forward to protect the interests of shareholders and creditorsThe last part is to explore the corresponding system design as to better protect the interests of shareholders and creditors balance. In view of the above problems, the author in the first section mainly puts forward to establish the system of shareholder capital standard, including the establishment of high efficiency of the company's assets evaluation system, the establishment of a diversified investment system and the consummation of company shareholder capital exit mechanism. The second section mainly analyzes how to perfect the mechanism of the protection of the interests of creditors from the perspective of the creditors, including the perfection of corporate personality denial system, the establishment of commercial credit management mechanism, the reasonable restrictions on the distribution of corporate profits and the perfection the system of liability insurance for directors. |
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