最近中国公司注册资本认缴登记制改革及其评析 － 兼谈未来中国公司资本制度路径之选择-

Abstract

Under the principle of “to simplify administration and transfer power to a lower level”, a reform of company's registered capital and its registration system was implemented by China's State Council at the end of last year, including canceling the minimum limit of registered capital, changing partial subscribed capital system to fully subscription system, abolishing industrial and commercial registration of paid-in capital, taking the annual report system instead of annual inspection system by setting up Enterprise Credit Information Disclosure Platform. These reforms can in general meet the requirements of the change of government function and development of market economy and relax the restrictions on companies to set up, which is also comply with the latest trends of international legislation. However, these reforms are largely related to the basic system of the company law, so it is still necessary for further doctrinal discussion. The most important part is that of subscribed capital registration system reform, namely to change partial subscribed capital system provided in 2005 Company Law to fully subscription system, and also to cancel the paid-in capital of industrial and commercial registration. As to such reforms, most scholars seem to agree. But in another aspect, it is difficult to find the same legislative cases in other parts of the world, because it will make essential effect on protecting creditors and the logic of existing company law system. About the questions above, this paper firstly is to analyze the core contents of subscribed capital registration system by comparing with other laws in order to make a clear concept of subscribed capital registration system, and secondly to interpret in detail the impact of subscribed capital registration system on company law theory and new problems of its application in judicial practice. On this basis, this paper finally put forward some suggestions for improvement on subscribed capital registration system, and point out that authorized capital system is the necessary direction of the company capital system reform in China on view of long-term development of company law.