Discuss The Construct Of Authorized Capital System

Since the outbreak of the New Crown epidemic,the downward pressure on China’s economic development has increased due to the impact of the epidemic,and the lack of vitality of market players and economic development have been limited,and the New Crown epidemic is still affecting China’s economic development today.The first review draft of the revised Company Law,in which the authorized capital system was formally introduced through Articles 97 and 164,and the second review draft of the revised Company Law on December 27,2022,which was based on the first review draft,amended and improved the provisions of the authorized capital system through Articles 152 and 153.This is undoubtedly one of the highlights of the revision of the Company Law,which makes China’s corporate capital system form a corporate capital system with two parallel systems of authorized capital system and authorized capital system.The introduction of the authorized capital system is undoubtedly the need to continuously optimize the business environment,stimulate market innovation and vitality,and bring China’s corporate capital system in line with international standards,however,the introduction of innovation in the draft amendment to the authorized capital system in the company law is not perfect,and there are many adaptation problems,such as the imperfection of the relevant supporting system,the lack of sound regulations,the lack of protection for the relevant interest subjects,etc.,only from the concept of The introduction of the authorized capital system only conceptually,but ignoring the overall systemic construction behind it,may hardly play the expected good effect of promoting economic development and releasing the vitality of economic growth.In this context,it is particularly important to study the systemic construction of the authorized capital system,analyze the problems of the authorized capital system,and improve the protection of the relevant rights holders under the authorized capital system rules.This article is divided into four parts: The first part is an overview of the authorized capital system.This section provides an in-depth explanation of the institutional connotation of the authorized capital system,including its basic concepts and in-depth analysis.In addition,it explores the relationship between the authorized capital system and asset credit,as well as the rise of board centrism.The second part is an analysis of China’s corporate capital system.Starting from the shortcomings of China’s current corporate capital system,this section discusses the difficulties that exist in China’s current corporate capital system.At the same time,through in-depth analysis of the two recent drafts of the revised company law,specific issues in the construction of China’s authorized capital system have been pointed out,such as disconnection from the current company law,conflicts between the subscription and authorized capital systems,lack of linkage between capital formation and maintenance,and insufficient protection of the interests of shareholders and creditors.The conclusion was drawn that the construction of the authorized capital system still needs to be strengthened and the relevant rules need to be improved.The third part is an internal and external examination of the authorized capital system.This section uses comparative analysis to analyze the development and transformation of authorized capital systems in foreign countries,allowing us to better grasp the development direction and process of authorized capital systems,and providing ideas for the construction and improvement of China’s authorized capital system.In the fourth part,the authoritative capital system in China is suggested to be improved.In this part,the author analyzes the problems of the authorized capital system in the draft revised company law and gives the feasible solutions to solve the problems.It attempts to improve the supporting concepts related to the authorized capital system,clarify the statutory selection mode applicable to the authorized capital system,return to the paid-up system under the authorized capital system,improve the company financial supervision system,strengthen the company capital information disclosure,revise the capital-related corporate personality denial system,and construct a code for the protection of shareholders’ and creditors’ interests.To build up a perfect system of authorized capital system in China to escort the smooth and rapid development of China’s economy in the new era.