The Perfection Of Capital Maintenance Principle

The current Company Law of the People’s Republic of China(hereinafter referred to as "the Company Law")stipulates the full subscription system and cancels the paid-in capital system.Shareholders can set up a company only by subscribing capital,which greatly stimulates the enthusiasm of investors for entrepreneurship,and the restrictions on capital inflow stage are more relaxed.At the time of the reform of capital system,capital maintenance principle in our country is facing the controversy of retention or abolition.Therefore,this paper starts from the definition of the capital maintenance principle in our country,reflects on the dilemma of the application of the capital maintenance principle,introduces the system content of solvency test,and analyzes the relationship between the solvency test and the capital maintenance principle.In view of the specific situation,this paper thinks about how to improve the capital maintenance principle from the perspective of solvency test.The full text is divided into three chapters:The first chapter,"The Connotation and Problems of Capital Maintenance Principle",introduces the connotation of capital maintenance principle from the two dimensions of "maintenance object" and "maintenance standard" : maintaining net assets above registered capital and capital reserve fund;Then it introduces the main embodiment of the capital maintenance principle in the company law: strictly restricting capital reduction,prohibiting capital flight,strictly prohibiting share repurchase and distributing profits in accordance with the law and regulations.Finally,it discusses the application dilemma of capital maintenance principle in our country from two aspects: the inadequacies in the system of capital reduction,repurchase and distribution,and the impact of solvency test on the capital maintenance principle.The second chapter is "the comparison of solvency test and capital maintenance principle".This chapter first introduces the main contents of solvency test: equity test and balance sheet test.Equity test is to consider whether the company has enough funds to cover its debts from a dynamic point of view;balance sheet test is to evaluate the value of assets and liabilities from a static point of view based on the balance sheet.Secondly,it compares and analyzes the relationship between the solvency test and the capital maintenance principle from three aspects: the applicable situation,the applicable purpose and the regulation mode.The third chapter "the perfection of the capital maintenance principle: the reference of the solvency test" is the key part of this paper.Firstly,it is clear that the impact of asset credit is not enough to abandon the role of capital,and the capital maintenance principle should be clearly stipulated in the Company Law as a basic principle;secondly,in view of the problems existing in the specific system of capital reduction、repurchase and distribution,it is suggested to introduce the solvency test to improve it.The main suggestions are: capital reduction should be left to the free decision of the company,and the procedural requirements for capital reduction should be relaxed;Setting the bottom line requirement in the financial resource restriction of share repurchase;the directors should make free commercial judgment in the distribution system,and the mandatory withdrawal of statutory reserve fund system should be abolished;the decision-makers should make a statement of solvency,and improve the responsibility system of decision-makers in specific situations.