论文部分内容阅读
公司资本制度是有限责任制的产物,它以保护交易安全为己任,这也是最初的资本三原则的法理基础。在采用其他措施保护交易安全的情况下,侧重于追求效率的授权资本制才得以在英美法系生存。在重新选择公司资本制度时,我们可以借鉴但不能照搬折衷资本制,因为我国诚信严重缺失,且缺乏保护债权人的有效措施,保护交易安全仍是公司资本制度的首要任务。对新公司资本制度的设计建议如下:总体上保留注册资本管理制度,注册资本由股东全额认购,股东缴纳基本出资额;认购权可以转让;降低最低资本额;对申请上市公司,采用授权资本制;在修改公司法时,完善对抽逃资金行为的规制,包括事前预防与事后制裁;建立净资产报告制度,要求公司向征信机构定期报告其净资产;完善验资等中介机构的民事责任制度,公司债权人要求中介机构承担赔偿责任时,须主观上善意并无过失。
The corporate capital system is the product of the limited liability system. It is the responsibility of protecting the transaction security. This is also the legal foundation of the original three principles of capital. With other measures to protect the security of transactions, the empowerment-focused capital system was able to survive in common law jurisdictions. In the process of re-selecting the company’s capital system, we can learn from but not copy the compromise capital system. Because our country has a serious lack of honesty and lack of effective measures to protect creditors, protecting trade security is still the top priority of the company’s capital system. The design of the capital structure of the new company is as follows: To keep the registered capital management system as a whole, the registered capital is fully subscribed by the shareholders and the shareholders pay the basic capital contribution; the subscription rights are transferable; the minimum capital is reduced; and for the application for the listed company, the authorized capital In the process of revising the Company Law, the Company improved its rules on the act of withdrawing funds, including ex ante prevention and ex post sanctions; established a system for reporting net assets, requiring the Company to regularly report its net assets to credit agencies; and improving the system of civil liability of intermediaries such as capital verification When a creditor of an enterprise requests an intermediary agency to assume liability for compensation, it must make no subjective goodwill and no fault.