A Study On The Introduction Of Authorized Capital System Under The Background Of Revision Of Company Law

In terms of the corporate capital system,China has long adhered to the legal capital system,and in 2021 the Company Law(revised draft),China has introduced the authorized capital system,which is a major reform of the corporate capital system and a major attempt to develop the Company law.The authorized capital system originated from the Anglo-American law system and has incomparable institutional advantages.Specifically,it refers to the company capital system in which the sponsors only need to subscribe part of the total capital prescribed by the articles of association when the company is established,and the remaining shares are issued at any time by the articles of association or the board of directors authorized by the board of shareholders according to the actual operating conditions of the company.On the one hand,it is necessary to introduce authorized capital system.The introduction of authorized capital system conforms to the modern company’s pursuit of efficiency,meets the needs of the development of market economy,and also conforms to the general trend of the reform of modern Company Law.On the other hand,it is feasible to introduce authorized capital system in our country.The development of assets credit theory,the turning of board of directors centralism and the establishment of enterprise credit system make the realistic conditions for our application of authorized capital system gradually.At the same time,the system of authorized capital can also be compatible with the existing system of our country,it can coexist with the legal choice mode and capital system,and can also be coordinated with it through the perfect application of the subscription system.In terms of the introduction of the system,it is necessary to establish the overall structure of the authorized capital system,determine the scope of application of the authorized capital system,coordinate its relationship with the statutory purchase right,and clarify the procedural requirements of share issuance.At the same time,it is necessary to balance the interests of all parties,establish a restraint mechanism for the board of directors,strengthen the protection measures for creditors,and stipulate the remedy ways for improper issuance.In the aspect of legislative design,we should draw lessons from foreign experience and make general arrangements and concrete ideas for the revision of the Company Law.As for the basic system,the existing provisions are stipulated through the text of the Company Law,while the supporting measures are supplemented through judicial interpretation,so as to make it a complete system system to promote the introduction and development of the authorized capital system in our country.