A Study On Creditor's Rights As A Capital Contribution In Corporation Law

Efficiency and safety are the important subjects of commercial law. The conflicts of the two values go along with the law-making of corporation law. In order to balance efficiency and safety more effectively, our country amended the corporation law roundly in 2005.The provisions about capital contribution is a shining point in this amendment.Corporations are entities which aim at profit. It is a important role that assembles funds in society and promotes rational flow of good resources. Meanwhile, creditor's rights' status is increased as a important property in modern society. It is not only a means to obtain real property but also a result. It must create a new space in boosting productivity of humans .That the creditor's rights is used as a capital contribution adapts to this current ages. However creditor's rights is a right of claim , it is not certain to be realized. To use the creditor's rights as a capital contribution is not safe for maintaining capital. How to keep transaction safe is a key point while utilizes the creditor's rights fully. Our country's corporation law permits the creditor's rights as a capital contribution, but it doesn't prescribe the safety measures. For this reason this paper talks about the necessity and feasibility of the creditor's rights as a capital contribution, then brings forward to some advices on how to keep capital contribution safe basing on practice home and abroad, so as to benefit perfecting our country's creditor's rights as a capital contribution.This article is totally about 37000 words, being divided into four parts except introduction and epilogue.The first part summarizes the creditor's rights as a capital contribution system. First, some concerned concepts are introduced: corporation capital and corporation assets. Corporation capital is the amount formed when the corporation is set up while corporation assets is the all wealth owned by the corporation. The two concepts are not same things. Second, this part introduces the concept, category and essence of the creditor's rights as a capital contribution .The last, this part points out characteristic and risk of creditor's rights as a capital contribution: the realization is not ensured, category is not restricted, it is not publicized, it easily leads to fraud.The second part presents theoretic basis of creditor's rights as a capital contribution. This part mainly talks about that creditor's rights as a capital contribution is necessary. First, creditor's rights has a significant status in modern society; Following , this part talks about contradiction and conflict of values in the legislature and consider that the establishing of the system should be directed by "giving priority to efficiency and not neglecting safety". Lastly, this part sets forth that corporation's credit foundation has change to assets from capital. We should not excessively believe the capital and corporation's assets is true guarantee.The third part analyses fitness of creditor's rights as a contribution. Firstly, this paper introduces non-cash capital contribution theory ,stating that creditor's rights as a contribution is suitable; then introduces relevant legislations and practices domestically and abroad. The last, from fitness view-point the author summarizes category of creditor's rights.The fourth part is emphases and innovations of this article and it mainly raises relevant advices in order to perfect our country's creditor's rights as a capital contribution system. Firstly, this part states that the system design should be based on safety of realizing creditor's rights as a capital contribution. Secondly, this part figures that creditor's rights to the third part as a capital contribution is the representative. Lastly, this paper raises different material advices according to different categories.