On Specie Funded Flawed Legal Regulation

Channels of investment in corporation can be divided into monetary contribution and non-monetary contribution, in which non-monetary contribution is generally called physical contribution. Introduction and development of capital contribution system has greatly enhanced corporate power of raising funds. As a coin has two sides, peculiarity of physical contribution makes it a must for administrative supervision, the design of which is pursuit to the principle of "capital establishment, capital maintenance and capital fixedness" in the framework of modern capital system, with objective of maximizing the function of raising funds, keeping away misuse of capital contribution, capital contribution defects, and meanwhile providing legal remedies. Physical contribution is a widespread way of investment in modern company system. From the first edition of Corporate Law on December 29^th 1993 to the repeatedly modified Company Law, we have designed and bettered system of physical contribution and elusiveness of capital contribution defects.In Corporate Law, any act that is not pursuit to Articles of Incorporation or law shall be considered as contribution defect, capital contribution is no exception. From different criteria and perspective, capital contribution defects can be divided into kinds, which has characteristics of general contribution and peculiarity of special contribution, and thus capital contribution defects and its legal regulation has specificity.This thesis applies kinds of academic research techniques, including but not limited to contrast, analysis and induction. Combined with comparatively integral legislature, theories from home and abroad, and existing domestic legislature, this thesis discusses physical contribution defects and legal regulation in five chapters, which is designed to provide beneficial reference to development and improvement of our physical contribution system through analysis of peculiarity of it, performance of capital contribution defects and its legal regulation. The thesis is about 38000. Chapter one is about basic theories and implication of capital contribution and its defects, underlying different kinds of flaws and performance. Chapter two chiefly analyses basic philosophy and content of capital contribution defects regulation, which provides theoretical foundation to the latter chapters. This thesis also divides capital contribution defects regulation system into risk-proof system and liability system. Chapter three introduces and discusses capital contribution risk-proof system, which is divided into four sections and underlies scope of capital contribution, procedural regulation of capital contribution, warrants of defects and particular regulation of alternate capital contribution. Meanwhile, through contrast with some countries' relevant legislature, the four sections review and analyse our relevant legislative state.This thesis applies kinds of academic research techniques, including but not limited to contrast, analysis and induction. Combined with comparatively integral legislature, theories from home and abroad, and existing domestic legislature, this thesis discusses physical contribution defects and legal regulation in five chapters, which is designed to provide beneficial reference to development and improvement of our physical contribution system through analysis of peculiarity of it, performance of capital contribution defects and its legal regulation. The thesis is about 38000. Chapter one is about basic theories and implication of capital contribution and its defects, underlying different kinds of flaws and performance. Chapter two chiefly analyses basic philosophy and content of capital contribution defects regulation, which provides theoretical foundation to the latter chapters. This thesis also divides capital contribution defects regulation system into risk-proof system and liability system. Chapter three introduces and discusses capital contribution risk-proof system, which is divided into four sections and underlies scope of capital contribution, procedural regulation of capital contribution, warrants of defects and particular regulation of alternate capital contribution. Meanwhile, through contrast with some countries' relevant legislature, the four sections review and analyse our relevant legislative state.Chapter four introduces and discusses civil liability in physical contribution, which introduces and analyses physical investors' liability in capital contribution defects, other shareholders' liability in full contribution, liability of corporate organs and other agents in three sections. It also introduces some countries' legislature as reference. The fourth section of this chapter makes a summary of our existing civil liability of capital contribution. On the basis of the analysis and contrast of the former four chapters, Chapter Five presents several proposals on how to perfect our capital contribution defects regulation after analysing its defects.