Research On The Legal Issues Of Noon-monetary Property Investment In The Payment System

The largest change of the Company Law of the People’s Republic of China,after revision in 2013,is reflected as the change of the company’s capital system.The limited liability company is canceled and the registered capital paid-up system is substituted by the registered capital subscription system.The shareholders can agree on the capital contribution manner and the capital contribution term in articles of association.The law will make no compulsory regulations.The registered capital subscription system plays an important role in stimulating the public investment enthusiasm and promoting development of the market-oriented economy.However,many problems have popped up during implementation of the subscription system,since whose risk control rules and procedures have not yet been improved.In terms of the non-monetary asset contribution,due to irreplaceability of non-monetary property and uncertainty of its value,there are many problems found in the subscription process.This is also the main content discussed in this paper.This paper consists of four parts:Part 1 is an overview of the concept,nature and types of the non-monetary asset investment.First,the concept of the non-monetary asset should be clarified,and the concept of the non-monetary asset is distinguished from other similar concepts.Second,of special note is that not all non-monetary assets can be used for investment,but those investable non-monetary assets must be certain,existing,evaluable and transferrable.Only when non-monetary assets satiating the above four conditions can they be invested.Finally,the commonly-seen types of non-monetary asset investment,apart from the material objects,intellectual property rights and land use rights expressly stipulated in China’s laws,and their operability are listed.Part 2 expounds on the institutional difference between the non-monetary asset paid-up system and subscription system by summarizing the historical evolution of the non-monetary asset investment system since the promulgation of the Company Law of the People’s Republic of China in 1993.First,the company’s credit basis is reflected as transformation from capital credit to asset credit.Second,the non-monetary asset investment procedures have undergone dramatic changes.The non-monetary asset investment proportion limitation,evaluation and capital verification procedures are cancelled,and the non-monetary asset investment threshold is lowered to endow shareholders with more room of the autonomy of the will.Part 3 raises problems with China’s non-monetary asset investment.The new Company Law of the People’s Republic of China loosens the non-monetary asset investment conditions,but there is no guarantee for the follow-up system.The non-monetary asset investment procedures are too simplified.The non-monetary asset evaluation and announcement system is incomplete.Ignorance of protecting legitimate interests and rights of the company’s creditors and other shareholders as well as lack of the interim supervision and the post-ante supervision have increased the non-monetary asset investment risks,and impaired stability of the market trading order.Concerning the problems discovered,Part 4 explores and refers to legislation experience abroad,and proposes suggestions.First,the non-monetary asset investment procedures should be further detailed.Second,the non-monetary asset evaluation and announcement system should be improved.Third,the shareholders’ accountability system should be enhanced so as to better protect legitimate rights and interests of creditors.Fourth,the other shareholders’liability for fault principle should be established to fully guarantee legitimate rights and interests of shareholders who have made investments.Fifth,the interim supervision and post-ante supervision should be intensified to hold shareholders’ illegal behaviors accountable.All these measures taken can effectively restrict the non-monetary asset investment behaviors,guarantee authenticity and validity of the non-monetary asset investment,and maintain sound and healthy development of market-oriented economy.