Construction Of Legal System For The Establishment Of Special Purpose Company In China

The asset securitization market has been developing rapidly in China in recent years.The newly implemented "Securities Law of the People's Republic of China" on March 1,2020 clearly granted the legislative power of asset-backed securities to the State Council.It can be seen that we are about to usher in the era of special legislation on asset securitization.As a great financial innovation system,one of the biggest features of the asset securitization financing model is the establishment of a special purpose institution to complete the purpose of isolating risks and issuing asset-backed securities for structural financing.However,as the carrier model of the special purpose company with the most powerful functions and the widest application range in the process of asset securitization,it has been in a state of absence in China.The China Association of Interbank Dealers issued the "Guidelines for Asset-Backed Bills of Non-Financial Enterprises" issued in 2016 implied that special purpose companies can be used as a carrier for the issuance of asset-backed bills.However,it is difficult to establish the special purpose company according to the current company establishment system in China.This article from the perspective of the special purpose company establishment system,combined with the overseas legislative model and the establishment system of special purpose companies,analyzes the legal form selection,establishment conditions and establishment procedures that China's specialpurpose companies must face in practice.Finally,it puts forward suggestions and concrete measures for establishing a legal system for the establishment of special purpose companies in China.I hope to provide theoretical references for the legal construction of asset-backed securities in China and solve the plight of the special purpose company that cannot be applied in practice.The establishment of the special purpose company discussed in this article not only refers to the registration with the administrative department of industry and commerce,but also has the meaning of normal operation through the establishment of its organization form and establishment conditions.The full text uses research methods such as comparative analysis and empirical analysis.It is divided into four parts for discussion.This paper is based on the logic of introducing China's special purpose company establishment system,analyzing of the legal environment of China's special purpose company establishment system,comparing with the overseas special purpose company establishment system,and the construction of China's special purpose company establishment system.The first chapter mainly explains what a special purpose company is and its basic principles.This part introduces the special purpose company system from the special purpose institutions in asset securitization,and analyzes its concept and characteristics,legal attributes,and legal functions,and discusses the role and speciality of the special purpose company establishment system.The second chapter deeply analyzes the legal environment of the establishment system of special purpose company in China.Firstly,it points out that the absence of the establishment system of special purpose company in China leads to the dilemma of the inability of the establishment of special purpose company.Then,it analyzes the causes of the absence of the establishment system from three angles of historical reasons,practical reasons and legal reasons,and then it discusses the practical significance of establishing a special purpose company establishment system in China alone.The third chapter compares and analyzes the legislative practice of the establishment system of SPV in the United States,Japan,South Korea and Taiwan.It focuses on the analysis of the reasons for the choice of various countries'(regions') systems and the guidance of China's system design.The fourth chapter is the core of this article.Itaddresses the issues raised in chapter two and combines the legislative practice on the establishment of overseas special purpose companies in chapter three,and proposes the construction of China's special purposes from several perspectives,including the choice of legislative model,the legal form of special purpose companies,the establishment conditions,and the establishment procedures related legislative suggestions for the establishment of a legal system for a company.As far as I am concerned,as an important carrier form for countries(regions) with relatively mature asset securitization business development,special purpose companies play an irreplaceable role in the issuance of asset-backed securities.The special purpose company establishment system is different from the ordinary commercial company establishment system.The establishment of a special purpose company system,as the primary link in the construction of a special purpose company system,should attract our full attention.When special legislation for asset-backed securities is carried out in China,we should separately establish our special purpose company establishment legal system.For the establishment of special purpose companies,the legal form given to special purpose companies limited by shares in the Taiwanese legislative system should be used on the basis of the approval system,and the promoters should be limited to financial institutions within a specific scope.At the same time,according to the practice of asset securitization,the organizational form of special purpose companies should be simplified.Besides,the external supervision mechanisms and investor rights protection should be strengthened.