The concept of the company's capital provident fund is clear，Because the "Company Law" and the Ministry of Finance's accounting standards have accurate definition of their sources and measurement。But the current "Company Law" does not specify the capital provident fund function，and it has caused a series of differences in judicial practice，Can the capital provident fund be used to repurchase shares、Can it be used to make up for the company's loss, etc.。"Article 210 of the Draft of the Draft of the Company Law" adjusts the function of the capital provident fund，But there are still unclear positioning、Disadvantages of unknown function。Capital provident fund function is related to creditors' protection，It is an important part of the company's capital system，Therefore, it is necessary to detect its standardized purpose，Eliminate cognitive misunderstanding。

　　bet365 best casino games

initial，1993 "Company Law" is not limited to the function of capital provident fund。Later，Article 169 of the "Company Law" in 2005 stipulates that the capital provident fund shall not be used to make up for the company's losses，and continue to this day。In practice，Companies often turn to share capital through capital provident fund，Removal of legal capital reduction procedures for replenishment，So it is not illegal in form，Objectively achieving the goal of replenishing loss。Legal prohibited regulations and the actual behavior of the company have obvious split。

First，The Classification logic of the Capital Provident Fund's Fund Fund Fund is not delayed。The "Company Law" stipulates that capital Bet365 app download provident funds can be used to expand operation or transfer capital，But it must not be bet365 live casino games used to make up for losses。But，The three functions listed in this rule are not at the same level。Increasing the company's registered capital and make up for losses are all accountable measurement operations，Digital measurement changes in accounting subjects such as "capital provident fund", "share capital" and "loss" in the balance sheet。Expanding production and operation is a decision -making by the company's operating manager，It is not directly reflected in the balance sheet，The income and expenses generated by production and operation will not affect the capital provident fund project。

2，"Company Law" regulations on capital provident fund functions are too generalized。"Expand the production and operation of the company" is more vague，Almost all business behaviors can be included。and "Transfer Capital" lacks limits after the increase，After the capital provident fund is transferred to real -registered capital，Almost can be used as a purpose except for profit distribution。Therefore，The prohibition of capital provident funds for Capital Provident Fund is actually overhead。other，As long as the company will not allocate profits in operation and accounting、Specific Provident Fund, etc.，Only when the capital provident fund and the real -shares are left，It will inevitably use the capital provident fund to "expand the company's production and operation"。Therefore, in business practice，The Capital Provident Fund Club is naturally used to make up for the company's loss。

third，"Company Law" for the prohibition of the use of capital provident fund belongs to incomplete laws。The lack of responsible design further inspired the actual use of the business subject to expand the capital provident fund。This leads to "omnipotent" Bet365 lotto review in practice in practice，Even judicial referee supports the use of capital provident funds for shares repurchase。Of course, this is also related to the lack of financial restrictions in my country's repurchase system，But the preset functions preset by the "Company Law" method are more inclined to use relevant resources to support company operations。The investment funds that were originally included in the capital provident fund were used for repurchase，Obviously violated the original intention of legislation。

　Explore the purpose of the norms

The institutional goal of the capital provident fund is difficult to know in existing specifications，It can be examined through the historical source of the law。Capital Provident Fund was born in France，In 1867, the French company Law changed the establishment of a liberalist company to a standardism at the same time，The legal provisions of the Capital Provident Fund，After being absorbed by many legislative examples。Examination of the main legislation can be known，The basic source of capital provident fund is issued by shares premium，Carrying almost the same function as registered capital。Different from different accounting accounts，It is mainly to create legal space for differentiated shareholding ratio of different shareholders of the company。For example，During the company's financing process, due to changes in valuation, the phenomenon of "different prices of the same stock"，The distinction between capital provident fund and real -capital payment can meet this financing demand。

But，In the process of legislation in my country，Capital Provident Fund is actually given expectations for the protection of the company's creditors。If you can use the Capital Provident Fund directly to make up for the loss，The company can count the income that was originally bet365 live casino games used to make up for losses into the unprecedented profit，For future profit distribution and clear obstacles。Therefore, when the "Company Law" was revised in 2005，In the Ministry of Finance、Under the leadership of the China Certified Public Accountants Association，Added "capital provident fund must not be used to make up for the company's loss" limit，Its original intention is to protect the company's creditors，Avoid the company's shareholders in disguise to allocate the capital contributed herein。Unfortunately, the accounting accounting on the paper is ended up by a large number of commercial practice in the market，It is difficult to implement the regulatory requiring Capital Provident Fund to make up for it.。

other，With the development of the accounting system，The measurement of various "income" of the company is becoming more and more detailed，The "Company Law" does not specify which part of these new "income" is specifically included in the balance sheet。The accounting system naturally fills the vacancies in this area -value judgment of these "income"，Which is not included in the unproof profit subject，can be assigned to shareholders in the form of profit distribution; which are included in the provident fund and other subjects，It is an income that cannot be directly allocated。The value judgment of this accounting system is the inevitable result of the absence of the rules of the "Company Law"，It also makes the original vague capital provident fund function more complicated。

　Reconstruction of the functional terms of capital provident funds

Capital Provident Fund has always been known as the "protection pad" of the company's registered capital and creditors' interests.，Therefore, no need to be completely equivalent to the original regulation of the company's shares。But starting from the purpose of norms，Can't give up the restrictions bet365 best casino games on its functions。In the revision of the "Company Law"，Reconstruction of the functional terms of capital provident funds，Make the following design。

First，Projects included in the capital provident fund shall be based on "whether it is realized" for a more refined division。such as，The premium of the actual shareholding of the shareholders is a real part of the realized part，Due to accounting processing, the book value -added is not realized。For the unrealized capital provident fund，The rules that can be referred to the "irregular reserves" are strictly limited to their uses，Regulating the actual receipt of the stock。For the realized capital provident fund，then it can be appropriately expanded，After all, the original intention of the capital provident fund system is the interest between shareholders，Only the function of the creditors protected by the creditors during the evolution。

Next，The implementation part of the capital provident fund can be used to make up for the company's loss，But there is an unprocessed profit、Except when the surplus provident fund。Usually under the situation，The company may only be assigned when the current profit compensates for losses.。However, the company's unbridled profits and surplus provident funds are not enough to make up for the company's previous losses，The company's capital provident fund will be used naturally for replenishment。This is the embodiment of the "buffer pad" of the capital provident fund account，It is also the fate that it cannot escape。Therefore，Strict limit on the paper，It is better to follow this path，Exploring how to properly balance the interests of shareholders and creditors when allowing them to make up for losses。On the one hand，Should be uniplied to profit、Specific Provident Fund to make a loss when using the capital provident fund，Otherwise, the profit that should have been bet365 live casino games used to make up for losses is replaced by the capital provident fund，Shareholders bet365 Play online games are actually "allocating" capital provident funds。On the other hand，Unrealized parts in the company's capital provident fund cannot be used to make up for losses。The book value -added obtained due to accounting treatment (such as asset evaluation value -added preparation) is not determined when it is realized，Basic requirements for the real and reliable accounting directly with its make up for losses。

Last，Capital Provident Fund shall be prohibited for repurchase shares。Although Britain allows the repurchase of money from the company's "shares premium" under certain circumstances，However，It is also required that this part of the capital provident fund originated from a specific share repurchase demand。Even if the company issued new shares, the capital provident fund is used to repurchase shares，The company will still increase the registered capital due to the issuance of new shares，Generally, its asset level only increases without decrease，The approach to repurchase new shares to repurchase the company’s debt capacity。If the prerequisites set by the British company law，It is likely to make the company's capital provident fund subjects forming the same deficiency。my country's lack of financial restrictions on shares repurchase，If the company can repurchase shares at a higher price，It is likely to consume the company’s capital provident fund。This is a disguised allocation of shareholders，Therefore, the capital provident fund shall be prohibited as the source of the share repurchase (unless it is under special circumstances)，To achieve the basic value of its protection creditors。

　　(The author is a assistant professor at the Kaiyuan Law School of Shanghai Jiaotong University)