The Research Of Company Information Disclosure

In modern social and economic activities,the company is a form of organization that is gradually built up to satisfy the needs of large-scale socialized production of market economy.Compared with other market players,the company features a unique legal person system,which makes it a major economic entity.Despite the independent legal personality of the company itself,it shall conduct economic activities in accordance with relevant provisions of the Company Law.The capital system is the core system of the company law and the key to the establishment system of the company.Therefore,the author takes China's capital system and its reform as the background and premise of this research.In 2013,the Company Law was amended focusing on capital system reform.As its major content,the amended Company Law scraped the requirements of the general company's legal minimum registered capital.Shareholders of a company may,at their own discretion,agree on the amount of registered capital and timing of capital contribution and provide the same in the articles of associations of the company.The registered capital subscribed system was established,and it was a major reform of China's capital system.Before that,the capital credit was our company's credit.The company's credit status is chiefly judged based on its registered capital.The more capital it registers,the higher credit rating it earns and vice versa.However,the implementation of the subscribed capital registration system makes void the legal basis of capital credit and changes the original capital and asset structure.Failing to continue demonstrating the company's strength itself,the company's capital cannot be solely relied on to decide the company's credit rating any longer.Instead,the structureof the company's assets should be further highlighted,and we have to reconstruct a new credit system.Reconstruction of the company credit system is in its essence to take the company's assets as evidence of its credit.While in economic activities,some of the assets may be concealed and consequently hard to be learned all by outsiders.In this case,only through the company information disclosure,can information that inflects real condition of the company's assets be effectively passed to the outside and obtained by information demanders.This shows that reconstruction of the credit system depends on the company information disclosure.However,as an economic interest pursuer,the company is often reluctant to disclose or timely or faithfully disclose to the public relevant information against it to avoid adverse effect on its own benefits.The information demanders' failure in timely obtaining true and complete information due to false,incomplete and untimely company information disclosure.It's the major performance of the information asymmetry in economic activities,which severely hinders the establishment of company asset credit basis.Meanwhile,the non-transparency and uncertainty of the company's assets also result in substantial increase in costs and risks of market dealings.Although,our government has issued "Interim Regulation on Enterprise Information Disclosure","Provisional measures for the management of the abnormal list of enterprises","Interim measures for selective examination of enterprise public information" and other supporting systems at the same time,but these systems are still not good enough.Therefore,it is necessary to research the rules of company information disclosure to prevent transaction risks and guarantee the business security under the background of registered capital subscribed system.This article consists of the following sections:The first section is about the value and principle of company information disclosure.First,by dissecting the difference between information disclosure of listed companies and disclosure of company information,analyze the value of company information disclosure,and introduce the significance of company information disclosure from restructuring of credit system,guaranteeing transaction security and government supervision.Second,by listing the relevant legal basis for the disclosure of company information in China,and referring to the basic principles of information disclosure of listed companies,introduce the basic principles for company information disclosure,which mainly include the principles of authenticity,integrity,timeliness and accuracy,as well as the principle of combining mandatory disclosureand voluntary disclosure according to the actual situation of information disclosure in China at this stage.This section is the foundation for the following research on the company information disclosure rules.The second section discussed the subject of company information disclosure.In this section,we analyze through the identity of the administrative organ in information disclosure,combining the sources of obligations of information disclosure,the convenience and economy of information disclosure,and the analysis of avoiding the evasion of information disclosure obligations.And through the interpretation of the obligation to disclose information of administrative organs in the "Interim Regulation on Enterprise Information Disclosure ",it is clear that the subject of company information disclosure should be the company itself.In this sense,the company information disclosure is,on one hand,the company's information disclosure behavior and on the other hand,the information demanders' information acquisition behavior.In addition,we also analyze the relationship of the subject of company information disclosure and the transaction counterpart,administrative organ and other social subjects.The third section discussed the scope of company information disclosure.In this part,the author first analyzes the factors affecting the company's information disclosure,such as cost-benefit and economic benefit,and then analyzes the scope of information disclosure and exemption disclosure.The focus is on the analysis of company credit information and solvency information that affects transaction security.At last,the author analyzes the exceptions of company information disclosure.By giving an in-depth discussion on the relationship between trade secrets,personal information and exemption disclosure,the author not only distinguishes the differences between trade secrets and information disclosure,but also clarifies three basic principles to deal with conflicts between them.This section is intended to identify specific contents to be disclosed in the company information disclosure through the analysis and research.In the fourth section,the author analyzes the models and way of information sharing and disclosure.First,from analysing the typical credit information sharing models that exist in the world,including public credit information sharing model in Europe and private credit information sharing model in the United States.On this basis,the author,considering the nation's conditions,further proposes two credit information sharing models suitable for China's current situation and one in line withthe future development trend.Then,inspired by the "up and down separation" theory of property rights reform in foreign railways,the author has designed different molds for basic information,commercial information and other information for disclosure,as to avoid disadvantages brought by sweeping approaches and guarantee the quality of information disclosure.The fifth section discussed the liability and remedy of company information disclosure.First is the situation of accountability for information disclosure,such as false,incomplete and untimely company information disclosure.And through the existing laws and regulations,the author analyzes how to investigate the problem of responsibility.Then emphasis is given to specific analysis of the content of civil remedies in the company information disclosure,which mainly includes the main body of civil liability,the principle of imputation of civil liability,the burden of proof of civil remedies,and the form of civil liability.This section intends to build a civil remedy for company information disclosure on the basis of the predicament of the imperfect civil liability system for company information disclosure in China.The reform of the capital system is the inevitable result of the development of the market economy.In order to better balance the interests between the company,shareholders and trading counterparts,the author hopes to establish the relevant rules of the company information disclosure through the research in this paper.Therefore the important significance of the registered capital subscribed system will be proved.