What Is Corporate Capital?
The company's capital, which is funded by shareholders, plays an extremely important role in the entire process of the company's existence and operation. For the company, it is not only a necessary element for the company to obtain an independent personality, but also a material basis for the company to operate and develop; For shareholders, it is not only the embodiment of shareholders' capital contribution and enjoyment of corresponding rights and interests, but also the material basis for shareholders to bear limited liability to the company; for creditors, it is the general guarantee for company debts and an important guarantee for creditors to realize their claims. So it is of great significance to study the company's capital system.
Company capital
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- The company's capital, which is funded by shareholders, plays an extremely important role in the entire process of the company's existence and operation. For the company, it is not only a necessary element for the company to obtain an independent personality, but also a material basis for the company to operate and develop; For shareholders, it is both a shareholder's contribution and enjoyment
- The first thing to study about corporate capital is the concept of corporate capital. To date, there is still a lack of consensus on corporate capital. It has different meanings in different disciplines and fields.
- (I) The capital of a shareholder-funded company refers to the shareholder registered in the articles of association.
- (1) The capital contribution refers to the proportion of various types of company's capital. As mentioned earlier, shareholders can use cash or non-cash property (including
- The free circulation of corporate capital is both an important feature and a lifeline of modern companies. It can be said that there is no free circulation of capital.
- Corporate capital follows the general principles of capital use, such as capital maintenance, but it is not static. The company's capital will
- (1) Relevant system construction This paper is related to the lack of legislation and imperfections in Chinese companies involved in the formation of the aforementioned company capital, the structure of company capital, the circulation of company capital, and changes in company capital. It is the content that should be stipulated in the restructuring of the legislative capital system of Chinese companies, which will not be enumerated here one by one.
- (2) The legislative model of the company's capital system is in accordance with current Chinese laws. For domestic companies, strict legal capital system is implemented in accordance with the provisions of the current company law, and for foreign-invested companies, it is implemented in accordance with the relevant foreign investment laws. It is the authorized capital system. There is a big difference between the two in terms of paying registered capital.
- Domestic-funded companies implement a strict legal capital system. According to the "Company Law", first of all, when a company is established, it must stipulate the registered capital in its articles of association. The company's registered capital must be fully paid by all shareholders when the company is established and registered with the company registration authority. Secondly, pay attention to the company's capital enrichment: the company's cumulative reinvestment amount must not exceed 50% of the company's net assets; the initial shareholders of the limited liability company are responsible for guaranteeing capital contributions other than cash; joint stock companies must not issue shares at a price lower than the face value of the stock; Except in the special circumstances stipulated in the "Company Law", the company shall not purchase its own shares; the company shall not distribute profits to shareholders before making up for losses, withdrawing provident funds and public welfare funds. In addition, the "Company Law" strictly monitors and controls shareholders' capital contributions in kind, industrial property rights, non-patent technology, and land use rights. It stipulates that the above-mentioned capital contributions must be evaluated in accordance with the law.
- Refactoring
- The foreign-invested company implements an authorized capital system. The Ministry of Foreign Trade and Economic Cooperation and the Administration for Industry and Commerce of the People's Republic of China stipulate that in a Chinese-foreign joint venture or cooperative limited liability company, the parties to the joint venture or cooperation can use two methods to agree on the time limit for the capital contribution: one payment or installment payment. clear. If it is stipulated in the contract to pay the capital contribution at one time, the parties to the joint venture or cooperation shall pay their capital contribution within 6 months from the date of issuance of the business license of the enterprise. If the contract stipulates that the capital shall be paid in installments, the first-phase capital contribution of the parties to the joint venture or cooperation shall not be less than 15% of their respective subscribed capital contributions, and shall be paid within 3 months from the date of issuance of the business license of the joint venture.
- It can be seen that domestic and foreign enterprises apply different corporate capital systems, which obviously runs counter to the concept of fair competition in a market economy. Therefore, when restructuring the capital system of Chinese companies, the two systems should first be unified to eliminate internal and external differences.