The concept of company bet365 best casino games is clear，Because the "Company Law" and the Ministry of Finance Accounting Standards have accurately defined its sources and measurements。However, the current "Company Law" does not clarify the function of bet365 best casino games，And this triggered a series of differences in judicial practice，Can the bet365 best casino games be used to repurchase shares、Can it be used to make up for company losses, etc.。Article 210 of the "Third Review Draft of the Revised Company Law" adjusts the functions of the bet365 best casino games，But the positioning is still unclear、Disadvantages of unclear functions。The function of bet365 best casino games is related to creditor protection，Is an important part of the company’s capital system，Therefore it is necessary to find out its normative purpose，Eliminate cognitive misunderstandings。

　　bet365 best casino games norms and reality are separated

Initially，The 1993 Company Law does not limit the functions of bet365 best casino games funds。Later，Article 169 of the 2005 Company Law stipulates in the form of a "proviso" that bet365 best casino games funds shall not be used to make up for the company's losses，And continues to this day。In practice，Companies often increase share capital through bet365 best casino games funds，Carry out legal capital reduction procedures to make up for losses，This is not illegal in form，The goal of making up for losses has been objectively achieved。There is an obvious disconnect between the legal prohibitions and the company’s actual behavior。

First，The classification logic of the functions of capital reserve funds in the "Company Law" is not spread out。The "Company Law" stipulates that capital reserve funds can be used to expand operations or increase capital，But it cannot be used to make up for losses。However，The three functions listed in this rule are not at the same level。Increasing the company’s registered capital and making up for losses are both accounting measurement operations，The numerical measurement changes reflected in the balance sheet as "bet365 best casino games", "share capital", "loss" and other accounting items。The expansion of production and operation is a decision made by the company’s managers，Not directly reflected in the balance sheet，Neither income nor expenses generated from production and operations will have an impact on the capital provident fund project。

Second，The provisions of the "Company Law" on the functions of capital reserve funds are too general。The connotation of "expanding the company's production and operations" is vague，Almost all business activities can be included。The "registered capital transfer" lacks restrictions after the transfer，After the capital reserve is converted into paid-in registered capital，Can be used for almost any purpose except profit distribution。Therefore，The prohibitive provisions on capital reserve funds in the "Company Law" are actually ignored。In addition，As long as the company treats undistributed profits in operations and accounting、The surplus provident fund, etc. are exhausted，When only bet365 best casino games and paid-in share capital remain，The bet365 best casino games will inevitably be used to “expand the company’s production and operations”。So in business practice，The bet365 best casino games will naturally be used to make up for the company’s losses。

Third，The prohibitive provisions on the use of capital reserve funds in the "Company Law" are incomplete laws。The lack of responsibility design further encourages commercial entities to expand the actual use of capital reserve funds。This results in the bet365 best casino games being "omnipotent" in practice，There are even judicial decisions supporting the use of capital reserve funds for share repurchases。This is of course also related to the lack of financial restrictions on our country’s repurchase system，However, the preset functions of the "Company Law" are more inclined to use relevant resources to support company operations。Use the investment funds originally included in the bet365 best casino games for repurchase，Obviously contrary to the original intention of the legislation。

　Explore the bet365 best casino games of norms

It is difficult to know the institutional objectives of the bet365 best casino games in the existing regulations，The reasons for entering the law can be examined through historical sources。Capital Provident Fund was born in France，When the French Company Law in 1867 changed the permission doctrine for the establishment of a joint stock company to the norm doctrine，The first legal provision on bet365 best casino games，Later, it was absorbed into many legislative cases。It can be seen from the main legislative examples，The basic sources of capital reserve funds are share premium issuance，Carrying almost the same function as registered capital。Divided by different accounting accounts，Mainly to create legal space for the differentiated shareholding ratio needs of different shareholders of the company。For example，Due to changes in valuation during the company's financing process, the phenomenon of "different prices for the same shares" will occur，The distinction between bet365 best casino games and paid-in capital can meet this financing need。

However，In the legislative process of our country，The bet365 best casino games is actually given the expectation of protecting the company’s creditors。If the bet365 best casino games can be used directly to make up for losses，The company can include the income originally used to make up for losses into undistributed profits，Clear obstacles for future profit distribution。So when the "Company Law" was revised in 2005，In the Ministry of Finance、Under the leadership of the Chinese Institute of Certified Public Accountants，Added the restriction that "capital reserve funds shall not be used to make up for the company's losses"，The original intention is to protect the company’s creditors，Prevent company shareholders from distributing previously paid capital contributions in disguised form。Unfortunately, accounting calculations on paper are eventually bypassed by the various commercial practices in the market，It is difficult to implement the mandatory requirement that the bet365 best casino games shall not cover losses。

In addition，With the development of accounting system，The measurement of various types of "income" of companies is becoming more and more detailed，The "Company Law" does not specify which part of the balance sheet should be included in these new "incomes"。The accounting system naturally fills the gap in this area - making value judgments on these "incomes"，What is included in the retained profit account，can be distributed to shareholders in the form of profit distribution；What are included in provident fund and other subjects，It is income that cannot be directly distributed。This kind of value judgment derived from the accounting system is the inevitable result of the absence of rules in the "Company Law"，It also makes the originally vague function of bet365 best casino games provident fund more complicated。

　Reconstructing the functional terms of bet365 best casino games provident fund

The bet365 best casino games has always been called the "protective cushion" for the company's registered capital and the interests of creditors，There is no need to regulate it completely equal to the company’s equity。But for normative purposes，Cannot give up restrictions on its functions。Under revision of the Company Law，Reconfigurable Capital Provident Fund Function Terms，And make the following design。

First，Projects included in the bet365 best casino games should be classified more precisely based on "whether they have been realized"。For example，The premium actually paid by shareholders is the realized part，The book value added due to accounting treatment is the unrealized part。Unrealized capital reserve，You can refer to the rules of "non-distributable reserves" to strictly limit their use，Regulate in the same way as paid-in equity。For realized capital reserve，Then its use can be appropriately expanded，After all, the original intention of the bet365 best casino games system is to balance the interests of shareholders，It was only given the function of creditor protection during the evolution process。

Secondly，The realized part of the bet365 best casino games can be used to make up for the company’s losses，But there is undistributed profit、Except for surplus provident fund。Normally，The company may distribute only when there is still a surplus after the profits of the current period have made up for the losses。But when the company’s undistributed profits and surplus reserve are not enough to make up for the company’s previous losses，The company’s bet365 best casino games will naturally be used to cover losses。This is the embodiment of the "cushion" function of the capital provident fund account，It is also a fate that it cannot escape。Therefore，Instead of imposing strict restrictions on paper，Why not follow this path，Explore how to properly balance the interests of shareholders and creditors while allowing them to make up for losses。On the one hand，Should be in undistributed profits、When the surplus reserve fund is exhausted, the bet365 best casino games will be used to make up for the loss，Otherwise, the profits that should have been used to cover losses were replaced by capital reserves，Shareholders are actually "distributing" capital reserve funds。On the other hand，The unrealized portion of the company’s capital reserve cannot be used to make up for losses。When the book value added due to accounting treatment (such as asset appraisal value added provision) is not determined to be realized，Directly using it to cover losses does not meet the basic requirements of accounting authenticity and reliability。

Finally，Capital reserve funds should be prohibited from using to repurchase shares。Although the UK allows repurchases to be paid out of the company's "share premium" under certain circumstances，But its company law requires that expenditures from the bet365 best casino games must not only be realized，It is also required that this part of the bet365 best casino games comes from specific share repurchase needs。Even if the company’s capital reserve funds from the issuance of new shares are used to repurchase shares，The company will still increase its registered capital by issuing new shares，Overall, its asset level has only increased rather than decreased，This practice of issuing new shares for repurchase improves the company's solvency。If the prerequisites set by British company law are lacking，It is very likely that the company’s bet365 best casino games account will become useless。my country lacks financial restrictions on share buybacks，If the company can repurchase shares at a higher price，It is likely to exhaust the company’s capital reserve。This is a disguised distribution to shareholders，Therefore, capital reserve funds should be prohibited from being used as a financial source for share repurchases (unless under special circumstances of capital reduction)，To achieve its basic value of protecting creditors。

　　(The author is an assistant professor at Kaiyuan bet365 best casino games School of Shanghai Jiao Tong University)