The company's capital system is one of the core systems of the company law。The revision of the "Company Law" has made many reforms on the company's capital system，For example, the contribution required to subscribe to shareholders must be paid within 5 years，Clarify the liability for capital contribution system and unprecedented equity transfer system，Introduction to the authorized capital system in the joint -stock company，and in principle prohibit financial funding，etc.。These rules are committed to making up for the lack of the existing capital system of my country's current company，But in balance protection and protecting the company's creditors、The company's shareholders and the company's own multi -dimensional benefits are still insufficient，Urgently need to be further improved。

　bet365 best casino games The interests of the creditor's world

The company's capital system focuses on two links: capital inflows and outflows，that is, the funding side and allocation end。Both are related to the vital interests of shareholders and creditors。

At the flow end，Although my country's company's capital system has moved from "capital credit" to "asset credit"，But capital credit is not meaningless，Emphasizing "asset credit" is only a kind of correction that relying on "capital credit" in the past，instead of denying the institutional value of capital credit in the company law。Even under the subscription system，Shareholders still have the obligation to contribute to the company in accordance with the subscription amount，Otherwise, the funding system of shareholders will lose its legal basis。Especially in the company law，Company capital has signal function，Make the transaction relatively understandable person who can accurately understand the state of the shareholders' funding and in fact，Trading risk caused by reducing information asymmetry。So，The capital contribution subscribed by shareholders still has a guarantee bet365 best casino games function，This is a reasonable trust generated by the creditors based on the capital signal function。At the same time，my country should make up for the shortcomings of the current registration system，Register the actual funding of shareholders，The statement of the creditor knows the objective completion state of the obligation of the shareholders。

At the flow end，The key to the capital system is to set the legal bottom line for the return of the company's assets to shareholders，This is also the basic requirements for protecting the interests of creditors under the company's limited liability system。For a long time，my country mainly adopts the principle of capital maintenance，and the British and American law countries mainly adopt the ability to clear the compensation test。In business practice，The company's capital is relatively unchanged and the company's assets change，Requires the two to maintain consistency and is impossible。So，The rationality of the principle of capital maintenance in recent years has been questioned，The test system is gradually recognized。If the "Company Law" is revised, you can also learn from this system，So the legislators repurchase shares、Specific ideas and rules setting of financial funding and other issues will be significantly different from the current draft，Under the premise of not infringing the interests of the creditors (that is, the company has the ability to settle)，Gives the company more autonomous space in the distribution rules。

Of course，The accurate application of the claim test system is inseparable from the business judgment of the board of directors。For this，The "Director Statement" system outside the territory is worth learning from，When the directors are required to make a compensation ability judgment，Statement to ensure that the interests of the creditors do not infringe。other，Due to the relatively high equity concentration of Chinese companies，Existing the controlling shareholder、Possibilities of the actual controller manipulate the company，Therefore, when my country introduces this system，You can also require the controlling shareholder or actual controller to issue a statement。

　　Balanced interests between the company and shareholders

Company capital not only has the function of protecting creditors，It is also the material basis of the company's operation。Current，The biggest problem with the subscription system in my country is the dislocation of the decision -making power of funds。The original intention of the subscription system is to avoid company capital precipitation，Allows the company to give shareholders a "wide limit"，Investment contributing to shareholders，When the company does not need funds for the time being，It can be used by shareholders，When the company needs it，You can request shareholders to pay at any time。Based on this，When will the capital contribution shall be paid for the funding of shareholders，Decision right should be configured to the company。But under the current subscription system in my country，The decision -making power of capital allocation has been given shareholders，Because the payment period of capital is determined by the articles of association，The articles of association are formulated or revised by shareholders，Is the expression of the will of shareholders。But the will of shareholders does not mean company will，Shareholders' autonomy is also different from company autonomy。It is precisely because of the dislocation of this decision -making power，Only when the company needs funds and requires shareholders to pay，Shareholders defense on the grounds of their enjoyment of future benefits。But this period of time is essentially the shareholders' self -assigned by the shareholders，When it takes this to defense the company's real -request request，The shareholders who have violated the shareholders required by the company law should pay the company's legal obligation to pay shares，and this obligation is a consideration for shareholders to obtain limited liability as shelter。Visible，my country's current "Company Law" is on the issue of the subscription system，Lack of a balanced mechanism for the interests of a very important company and the interests of shareholders，That is the company's right to pay。

The revision of the "bet365 best casino games Company Law" has given attention to this issue，But there are still shortcomings。A revised draft draft draft continues the views of the "Minutes of the National Civil Commercial Trial Conference"，Conditions for the company's exercise of the right to urge shareholders with substantial bankruptcy，Draft and third -instance draft is relaxed，Unsurable debts of the company as the company's urging situation。Even so，Draft and third -review draft? Practice，The company's demand for funds，Obviously not only from the needs of debt repayment，​​More from the need to seize the development needs of good business opportunities。At this time，The company has the right to ask shareholders to capital contribution，Of course, shareholders should also fulfill the statutory obligations that have been negative。So，Many countries that allow shareholders to pay shares in installments，often stipulates that the board of directors can issue a payment notice at any time based on the company's development needs or the company's demand for supplementary funds，It is required that shareholders to pay the unrealistic part within the reasonable period。The draft revision of the "Company Law" in my country is questionable for this issue。

other，my country can also use the "authorized capital system+real payment system" mode in China。The revision of the "Company Law" is introduced in a joint -stock company，but not recognized in the limited company。Similar and authorized capital system has similar functions，All have the flexibility of equity financing，Value -oriented convergence。But compared to，Authorized capital system plus actual payment system is exerting flexibility、At the same time of efficiency financing function，It can also ensure that the company's funds need enough funds，Correct the dislocation of the decision -making right of funds under the aforementioned subscription system。First，Allow Co., Ltd. adopt an authorized capital system plus real payment system，Whether the option of authorization of the authorized capital system will give the company itself，More in line with bet365 best casino games the concept of commercial autonomy。Next，Look at the legislation from outside the domain，The authorized capital system can also be applied to a closed company，As for the application of public companies more，Just market selection。Last，This can fundamentally solve the many problems brought by the subscription system，If the transfer of equity transfer of the uncle、Capital funds to accelerate expires, etc.。

　Balanced interests between shareholders and shareholders

The company is jointly invested by shareholders，The design of the company's capital system can naturally not ignore the interest balance between shareholders。As far as the amendment of the "Company Law" is concerned，Two aspects are worthy of special attention。

On the one hand, an equal protection of shareholders in the capital system。The conflict of interest in authorized capital system is concentrated in the between the original shareholders and the new shareholder。The board of directors can determine the company's capital issuance based on authorization，Its issuance price、Issuing objects have sufficient free decision -making rights。Therefore，If the board of directors issued new shares at a low price，will damage the interests of the original shareholders。At the same time，Selection of the issuer will also directly affect the shareholding ratio among shareholders，Related to the right to speak of the company's affairs。For this，Under the authorization capital system，It is necessary to establish the right of priority subscription for the original shareholders。Although this may affect the financing efficiency of the authorized issuance，But any system is accompanied by advantages and disadvantages。Under the consideration of advantages and disadvantages，It is reasonable to protect the interests of the original shareholders through this system，and its institutional cost can also be reduced by setting a short subscription period，With balance, fairness and efficiency。Revised draft draft three reviews adopted the "selection" mode for the system，That is, shareholders do not enjoy the right to subscribe for priority in principle，Bet365 lotto review Unless the articles of association or the resolution of the shareholders' meeting, there are other regulations。Outside the domain，UK、Germany and other adopted "Select" mode，That is, the issuance of new shares should be issued to the existing shareholders，Unless the constitution or the decision of the shareholders' meeting clearly excludes。Both comparison，"Selection" mode is obviously insufficient to protect the interests of the original shareholders。Especially from a legal point of view，Based on the theory of company trust，Director of the trustee does not have the right to create another interest for the beneficiaries in the original trust (ie, the original shareholder)，or the existing proportion of other ratio rather than the beneficiary determines their interest arrangement。Therefore，The preferential purchase right to establish the original shareholder under the authorized capital system is legitimate。

On the other hand, it is the equal protection of the interests of shareholders who contribute to the shareholders of the capital。The amendment of the "Company Law" stipulates the company's right to urge，But the lack of institutional regulations on fair urging shareholders。This may cause the board of directors to be in the urging of the board，Only urging specific shareholders, especially small and medium shareholders，But the obligation to pay the major shareholders will not be advocated，This causes the disguise against small and medium shareholders。This problem may be more prominent in my country。Because the equity structure of my country's company is relatively concentrated，The controlling shareholder or actual controller often controls the majority of the board of directors of the company，Then control the company through the board of directors。At this time，The board of directors is likely to be controlled by the controlling shareholder or the actual controller when urging，Elberry or suppress small and medium shareholders in the name of the company。For this，In the urging system, emphasizing that shareholders must be treated equally necessary。

To sum up，The "Company Law" in my country is being revised, although Bet365 lotto review it has made a lot of efforts in improving the company's capital system，But still need to be a balanced protection company、Shareholders、The perspective of multidimensional legal benefits of creditors further examines relevant rules，Design more scientific、Reasonable system，So as to promote the health of my country's company's organization、Long -term development。

　(The author is a professor at the School of East China University of Political Science and Law)