On The Application Of The Principle Of Capital Maintenance Under Subscribed Capital System

As an eternal focus topic in company law,the principle of capital maintenance has been repeatedly discussed and studied by academic and practical circles in recent years.The reform of capital system makes the principle of capital maintenance become a hot research topic once again in 2013.After studying the traditional capital maintenance principle,we should fully realize that its definition is too superficial,and its connotation is not accurate enough.Thus,this principal needs to be refined.The principle of capital maintenance in China has some problems from perspective of comparative law as a product of legal transplantation,such as inconsistent understanding and incomplete system matching.Therefore,for the research on how to better apply the principle of capital maintenance,it is very necessary to explore the relevant legislation and practical views of other leading countries on the basis of examining the current situation of the application of the principle of capital maintenance in China,and to make a comparative analysis of the two.This paper will make a deep discussion on the application of the principle of capital maintenance on the standpoint that China should still adhere to the principle.This paper is divided into four parts:The first part aims to clarify the general theory of capital maintenance principle under subscribed contribution system.The paper summarizes the theoretical basis and function of the principle,clarifies the important position of the principle of capital maintenance,and analyzes the necessity of adhering to the principle of capital maintenance after the reform of capital system.The second part aims to explore the current situation of the application of capital maintenance principle in foreign countries(represented by Germany,the United Kingdom and the United States).The paper analyzes the advantages and disadvantages of foreign capital maintenance principle and its related system design,and then finds the system design suitable for China’s capital environment,and points out the reference path for improving the application of China’s capital maintenance principle.The third part combs the current situation of the application of capital maintenance principle in China from the perspectives of legislation and practice.Combining with the hot issues in the practical application of the principle of capital maintenance,such as shareholder’s responsibility for capital contribution,VAM and accelerated maturity of capital contribution,the paper makes a targeted analysis on specific provisions under its guidance,and then summarizes the typical problems reflected in the specific application of the principle of capital maintenance and the impact brought by the flexibility of solvency test.The fourth part puts forward some suggestions on the system improvement of the principle of capital maintenance.From the view of improving the shareholder’s responsibility for capital contribution and the performance path of VAM,this paper puts forward some suggestions such as establishing a supporting system,improving the identification of accelerated maturity responsibility,relaxing the standards of equity repurchase under VAM,and trying to remain compatible solvency test on the basis of principle of capital maintenance,to make up for the principle of capital maintenance in our country apply deficiency.