Analysis On The Evolution Of Authorized Capital System In American Company Law

As one of the core systems of the company law,the company capital system is the most closely connected with the social and economic system,including the function of promoting the economic market activity and improving the efficiency of capital to create wealth.In today’s world,legal capital system and authorized capital system coexist with each other and are constantly developing and influencing each other.Under the background of global economic integration and international competition,China has also entered the wave of corporate capital system reform.As the representative country of authorized capital system,the United States applies legal capital system in the early stage of corporate law formation and development.This paper intends to sort out the history of American capital system transition from legal capital to authorized capital,analyze the development and innovation of various rules,and seek for the internal logic of the change of corporate capital system.After the establishment of American company system from concession to common law,the limited liability system and the principle of independent legal person form the foundation of modern company law,but also produces inevitable conflicts between shareholders and corporate creditors.To solve this problem,the average American corporation law around the concept of "legal capital",set up including the par value system,legal minimum capital system,stock system called,limited distribution system and so on a series of rules,through the company paid links and distribution regulation of shareholders,intent on companies to retain a certain amount of "statutory capital",as the company creditor protection pad,Realize the purpose of creditor protection.However,in the subsequent practice of American corporate law,legislators gradually find that the so-called legal capital is just a meaningless number.The system developed with the concept of legal capital as its core gradually lost its original function.Due to the rigidity and lack of flexibility of par value system,minimum capital not only cannot effectively protect creditors,but even mislead creditors in judging investment risks.In practice,the restrictions on the distribution of shareholders can not play a role,and even the Treasury stock system has become the best way for shareholders to infringe the interests of creditors.The intercontinental competition in corporate law initiated by New Jersey in1888 became an opportunity for the company capital system to change from legal to authorized,and the relaxation of corporate capital management made the United States gradually abandon the original legal capital system.The rules of authorized capital system also develop and replace the original rigid and meaningless legal capital system rules,change the legislative purpose of protecting creditors to improve corporate efficiency,and transfer the protection of creditors to other standard management,forming an effective pre-debt defense mechanism and post-debt relief mechanism.The Standard Commercial Company Law amended in 1984 represents the improvement of the authorized capital system in American corporate law,and there are almost no changes in the amendments until 2021.The development process of American corporate capital system has become the development trend of the world,countries have set foot on the wave of reform of corporate capital system,countries that apply legal capital system gradually absorb the rules of authorized capital system,and countries that originally apply authorized capital system have even started the reform of "declared capital system".China’s corporate capital system reform in recent years has been one after another.The history of China’s corporate capital system reform has been "far from Germany,near the United States" trend,the latest revised draft of the new Company law introduced the authorization of capital rules.The research on the change of American corporate capital system can provide an effective model and reference for the establishment of Our country’s corporate capital system.