留学生作业代写：Capital System

下面为大家整理一篇优秀的paper代写范文- Capital System，供大家参考学习，这篇论文讨论了资本制度。由于地域、经济、文化等各种差异，公司资本制度在英美法系国家与大陆法系国家的具体形态也十分的不同。法定资本制又称资本确定制，是指公司成立以股东全部认缴的资本总额必须明确登记在章程中为要件的资本制度。这种模式主要是在大陆法系国家公司建立之初适用。

The globalization of capital system reform, promote our country capital system unceasingly consummates. In order to realize the fairness and justice of law and balance the interests of many Parties, the advantages and disadvantages of capital system reform should be clarified first. Only by correctly understanding the essence of capital system can we improve the adaptability of company law reform and make China's capital system more flexible and more effective. In the continuous innovation of concept and system, the author will discuss the reform of China's capital system.

With the continuous progress of our country's economy and society, the development speed of our company's structure and mode has been among the best in the world. China's 1993 company law has undergone four amendments, the latest company law in effect on March 1, 2014. The model of capital system directly determines whether a country's company law is modernized, affects the corporate governance structure and realizes the increase of company benefit. In this paper, the author will discuss the concept of capital system, the development process, the current situation of reform and the safeguard measures.

First, corporate capital has different definitions for different positions. The company capital from the economic concept, refers to the shareholder's contribution to the development and operation of the company's material base. As to the legal concept of company law, it mainly refers to the personal property paid by shareholders in order to obtain the company's shareholder's identity. The broad sense of corporate capital includes both equity capital and creditor's rights capital. The narrow sense of corporate capital refers to the total amount of contributions paid by shareholders to the company. The capitalization of the company's equity is entitled to the property rights of all kinds of assets lawfully obtained.

Due to the differences of geography, economy and culture, the corporate capital system is very different from the countries in Anglo-American law system and the Continental law system.

The legal capital system, also known as the capital determination system, refers to the capital system in which the total amount of capital subscribed by the company must be clearly registered in the Constitution. This model is mainly applied at the beginning of the establishment of a continental legal system. The law of the Civil law system has the highest authority, the law is more stable, and the total capital of the company is recorded in the Articles of association, making it a definite figure, whether increase or decrease all shareholders make a decision, in order to ensure that the company's capital is true and reliable, Enhance shareholder trust in corporate capital. But in the rapid development of the economy today, if every change of funds requires all shareholders to hold a meeting to discuss, one is to convene dispersed shareholders more difficult, the second is to convene shareholders to meet until all shareholders to make a unanimous decision, the company's best business opportunity will also miss, Therefore, the legal capital system is not in line with the positioning of the company's capital today and needs to be reformed.

The authorized capital system refers to the capital systems in which the company's total capital is recorded in the Articles of incorporation as part of the company's constitution and the total amount of capital paid by shareholders. The advantages of this capital system are to facilitate the establishment of the company, to give the company greater business autonomy, can better adapt to market economic decision-making efficiency requirements. It is characterized by "the pursuit of efficiency and response practice" as the leading, with "deregulation and trust in the market" as the idea, "the rule of empowerment-oriented." But because of the speed of capital change and the source of uncertainty, it is easy to be cheated, weaker than the protection of creditors.

The eclectic capital system is a kind of company capital institution between the legal capital system and the authorized capital system, and it is the organic combination of the advantages of various companies ' capital system. It absorbs the advantages of the two capital systems, it not only conforms to the concept of efficiency and the change of the concept of information adapted to the production fund, but also overcomes the drawbacks of the excessive risk faced by the relative person, which represents the direction of the reform of the modern company law and has strong vitality.

The decision of the Central Committee of the Communist Party of China on the comprehensive deepening reform of several major issues, adopted by the 18 Session of plenary on November 12, 2013, indicates the direction for our company law reform. To promote the facilitation of industrial and commercial registration system, reduce the qualification of the project, from the first certificate to the first according to the certificate, the registered capital of the registration system changed to the registration system. December 28, 2013, the revised content of the company law includes: abolishing the minimum registered capital system, further reducing the threshold of the establishment of the company, the registration system changed to the acknowledgement, and the conditions of registration were relaxed. This reform has practical significance for the development of the company system, but in connection with the actual situation, I think the following aspects still need high attention.

In order to guarantee the creditor's full trust to the company, the total capital of the company is always determined and recorded in the Articles of incorporation, which strengthens the guarantee function of the company capital. In fact, a creditor's purchase of a company's stake is not just a desire to secure the investment, but rather the value of the company's stake in a period of time when it can play surplus value, which means that the creditor invests in the company in order to gain greater corporate earnings. Therefore, only one-sided emphasis on the guarantee function of corporate capital and weaken the financing function of corporate capital, will lead to focus on safety and loss of benefits, the company also does not have much flexibility and mobility.

In the beginning of the establishment of our company law, although it is a private nature, but due to the needs of national conditions, in order to improve the creditor's confidence in the company, more public law in the role. The state forces the company to establish the threshold, the arrangement of the stock mechanism, the investment of repurchase shares and so on, the latest company law reform, although abolishing the minimum registered capital system, further reduces the establishment threshold of the company, the registration system is changed to the acknowledgement system, and the registration conditions are relaxed, but the other aspects of the company's capital are strictly controlled. The government-led operation violates the basic principle of the autonomy of company law, and it is not conducive to arouse the enthusiasm of shareholders and conform to the law of market development.

The company law system reform unceasingly, but to the corporation, the company shareholder as well as the company creditor tripartite benefit balance still has the insufficiency. The shareholders of the company will have greater rights, while the rights of the Board of directors are not enough to protect the interests of the parties, and the precautionary mechanism prescribed by the statutory capital system cannot break the deadlock. There is no reasonable restriction on the capital mechanism, and the imbalance of interest caused by the protection of one party's interests has been quite serious.

The company's document has been greatly reduced by the reform of the system of corporate capital and the recognition system. As a third party, creditors do not directly participate in the management of the company, only through the assets assessment to determine the understanding of the company's operating conditions and capital facts. If the creditor is to take the interest as the investor, the decision must be made under the condition of knowing the situation. The creditor's right to know the damage, so that the creditor abandoned the transaction, reducing the market operation opportunities, resulting in a decline in trading confidence.

The reform of the company law abolished the Minimum capital registration system, and the establishment threshold was greatly reduced and a dollar could be opened. Shareholders can independently agree on the mode of capital contribution, the amount of capital contribution, the duration of investment and so on may cause the shareholder false investment, fraud, above all reflect a problem: the market transaction security lost security. In the market economy activity, the efficiency and the security are important, if this kind of situation persists, will lose the confidence to the market credit.

Law is a branch of the Department of Law in the application of the discipline, the unity of opposites between the Department of Law, the company's reform speed and economic development is consistent, time is tight, other departments of the law of the revision is still on the agenda. This inconsistency between the sectoral laws can lead to misunderstanding by members of society and making wrong actions.

In the trend of the globalized economy, the legal capital system advocated by the Continental law system has not been able to meet the needs of economic development, and the capital does not only bear the guarantee function, but also emphasizes that loose corporate control can attract capital increase, activate the power of capital operation and improve the competitiveness of the country. As competition intensifies today, the constant change of market economy has prompted many countries in Europe and America to revise their economic capital mode, and the financing function of capital is urgent. In view of our country's actual situation, can in the original model, absorbs other country's outstanding experience, may play the capital the profit value more.

The system of denying legal personality in our country is stipulated in article 20th of the company law, in this case, it is questionable whether the shareholder of the corporation is a nuisance personality denial system which damages the creditor's interests by using the limited liability not to fulfill the investment obligation. Therefore, it can be concluded that the application condition or the applicable space of the legal personality denial system is obviously less than the actual situation. Based on the above thinking, the author thinks that the scope of the legal personality Denial system can be enlarged, such as: The company capital is obviously insufficient, the false contribution, the flight capital investment, the transfer property, the use of the company to avoid the contract obligations, the establishment of new companies to transfer property to evade debt; Tax evasion and money laundering.

In the face of fierce competition, the market economy activities in the company need high-speed operation, in which the balance between creditors and companies, shareholders of the company's interests. Since the establishment of the company law, the State as the main body to manage and guide the market changes, but the change of the economic system, the Government should change from the dominant position to the market dominant position, from the regulation to the governance service, from direct intervention to indirect promotion, can let the company independent, the Independent truly participate in the market operation, can truly produce own value.

The current market economy is also a kind of information economy, only to grasp the efficient information, can adapt to the changes of the times. Perfecting the company's capital information system can fundamentally protect the creditor's right to know, and if the company's capital information is perfect, the creditor's interests are still violated and the creditor should be conceited. Perfecting the capital information system can be proceeded from the following aspects.

The capital system of company law is reformed, and the creditor knows less about the capital information. To perfect the system of capital information disclosure, we can establish an information inquiry system, which faces the whole country and ensures the mutual integration of information. Enterprises to truthfully the actual share capital payment to make a report, to achieve the "industrial and commercial sector registered capital, Enterprises truthfully disclose paid-in capital" purpose, in practice adhere to the principle of good faith. In order to make the transaction cost and efficient access to market news in proportion, the paid-in capital once the change, the Enterprise Capital Publicity system Information must also be synchronized to update, so that the company to the credit system submitted to the "shareholder Paid-in Capital" The latest information, business registration agencies also have "change registration" record.

In the capital Information Disclosure system, the information false situation sometimes, then need to introduce accountant audit system. The accountant's duty is to stand in the neutral, the objective standpoint, uses own specialized knowledge to carry on the audit, assists the creditor to discover the company shareholder, the executive, the supervisor illegal misconduct, helps the creditor to safeguard own interest. In order to prevent accountants from colluding with the audited companies to harm their interests, the company law stipulates the liability for damages of the accountants' dishonesty.

Annual reporting system is the company's own business status at the end of the year, the credit qualification through the annual report of the public announcement system to the community as a whole, any unit and individual can be queried, to establish a protection of the interests of the company's internal credit system. At present, the supervision of the annual reporting system of listed companies is divided into internal and external supervision, and the functional departments of the boards of the listed companies shall set up special committees to oversee the audit reports and the related financial reports by the Audit Committee. The annual reporting system of non-listed companies learning from the experience of superior companies, and gradually improve the supervision of the annual report in practice, this article believes that emphasis should be placed on external supervision. After the company voluntarily submits the annual report system to the Registration Management department, it should also establish a spot check system to carefully spot the annual reports submitted by the company, and also establish a blacklist system to carry out the related corrections. The establishment of a perfect enterprise database retrieval system, so that creditors can through the Enterprise credit Information network inquiries to the enterprise registered capital and related credit records.

Law as an applied discipline should be echoed with other departmental laws. Therefore, in the process of company law reform, we should pay attention to the path and rhythm of reform. We should not only consider the actual commercial development situation, but also in accordance with the legal procedure reform, and in line with other sectoral laws. Only in this way, the legal system can develop healthily and orderly, the company law in the legal system can develop healthily and orderly, and the capital system in the company law can develop healthily and orderly.

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