On The Absorption Of Solvency Test By Capital Maintenance Principle System

This paper attempts to clarify the functional positioning and application dilemma of the capital maintenance principle,analyze the adaptability of the solvency test model in China’s capital system reform,weigh the advantages and disadvantages of the capital maintenance principle and the solvency test,and on this basis,put forward the reconstruction scheme of the capital maintenance principle system,that is,under the existing capital maintenance system,a part of the capital operation can be regulated by the solvency test,The two can coexist organically.In addition,as the solvency test still belongs to the category of comparative law,and there is a lack of applicable examples and schemes in the field,this paper will also build a matching practical scheme for the smooth introduction of solvency test into the capital maintenance principle system based on China’s commercial activity practice,corporate capital operation,corporate accounting practice,directors’ fiduciary obligations(corporate governance system),unified enterprise information publicity system,judicial practice,etc.In addition to the introduction,this paper is divided into five chaptersThe first part of the first chapter of this paper first introduces and analyzes the capital maintenance principle system of the civil law system,and then introduces and analyzes the new application of the capital maintenance principle in the common law system,namely the solvency test,from the perspective of comparative law.Once again,it clearly defines the caliber of China’s capital maintenance principle system,and introduces the judicial practice of gambling agreement to analyze the plight of China’s capital maintenance principle.The second part will explain the value of the principle of capital maintenance from the aspects of protecting the rights and interests of creditors and restricting the illegal distribution of shareholders.The third part discusses the shortcomings of the capital maintenance principle from the aspects of enterprise operation autonomy,capital operation liquidity and the development of creditors’ self-protection mechanism.The second chapter focuses on the analysis of the value and application dilemma of solvency test in Anglo-American law system.The first part introduces the basic logic and application of solvency test through the origin of legislation and practice.The second part analyzes the value of the solvency test from the aspects of the enterprise’s sustainable operation ability and directors’ fiduciary obligations.The third part expounds the applicable difficulties of the solvency test through the application of supporting accounting standards and the subjects of rights and obligations.The third chapter of this paper focuses on demonstrating the compatibility and adaptability between the capital maintenance principle system and the solvency test principle.The first part will make a horizontal comparison between the two based on the aspects of capital liabilities and distribution order.The second part introduces the construction of the distribution system in the comparative law to demonstrate the rationality of the eclectic absorptive solvency test of the capital maintenance principle system.The fourth chapter of this paper focuses on the construction of the supporting rule system after introducing the liquidity test.Firstly,through the interpretation and analysis of the capital maintenance principle and solvency test,this paper points out the path that should be followed in the reconstruction of China’s capital maintenance principle system: that is,under the existing capital maintenance system,some matters should be regulated by the solvency test,and the two can coexist.Secondly,by comprehensively using interdisciplinary theoretical knowledge and practical cases,based on the development of China’s business practice,directors’ fiduciary duty(corporate governance system)and enterprise accounting practice,this paper provides its own understanding and suggestions for the compromise model of introducing solvency test.