비즈니스 운영 환경 최적화 배경하에서의 회사 자본 충족성 판정

Abstract

Company capital concerns the stable operation of the company and the interests protection of stakeholders. The company law has amended the registered capital from the paid-in system to the subscription, but the related research on the adequacy of capital in the company's management process is still focused on the transformation of capital components and their functional attributes. This paradigm of legal doctrine ignores the change in legislative values in response to the need to optimize the business environment system, which leads cannot provide theoretical guidance for judicial practice. It means that we need to reflect the standard of capital adequacy with the method of systematic thinking. Empirical studies show that under the realistic conditions that the social trust mechanism still needs to be strengthened, registered capital is the logical origin of the court's to interpret ate the company's capital composition and remains a kind of indispensable resource for commercial operation. Based on respecting the logic of commercial operations, Prohibiting ex-post evaluation is the basic standpoint that should be adhered to construct the judgment criteria. In the establishment stage, the judgment of capital adequacy should respect the investor's business logic, reduce the improper intervention of justice on the basis of investigating the risk exposure and behavioral incentives; in the follow-up operation and dispute resolution process, the capital scale required to resist the risk of the company's business scope should be as a basis for judging, the way in which the auxiliary fact judgment and the business judgment are combined determines the objective situation. Opportunistic behavior that may lead to excessive risk-taking by shareholders in order to prevent changes in the way the company’s capital is subscribed, On the one hand, it can be considered that when the shareholder's capital situation is significantly deteriorated due to abuse of power and depreciation of the company, the company will provide an after-the-fact relief route for the stakeholders by distinguishing the application of the company's veil rules and the capital accelerated expiration system to achieve balance between the company's stable operations and investor protection.