Study On The Solvency Test Rules

Corporate capital system adjustment from capital inflow to capital outflow of the whole process of capital movement.However,our capital system reform has been focused on the capital inflow link--the company’s capital operation develops in the direction of liberalization and flexible activation by constantly relaxing the regulation of the contribution link,but the lack of capital outflow link is concerned enough to cause the internal systemic imbalance of the capital system.The existing capital outflow rules are too rigid and miscellaneous,resulting in the financing function of the bet agreement,financial support,etc.,can not be realized.In order to further promote the convenience of corporate investment and financing,we should strengthen the reform of capital outflow link and update the relevant rules of capital maintenance principle in the sense of "preventing improper outflow of corporate capital".The solvency test rule is a normative system based on the specific testing standard of solvency,which stipulates that the directors must judge the solvency of the company through the legal testing standard before the distribution of the company,and the directors make decisions on the distribution of the company and are responsible for the distribution results.The ability to pay the debt is the premise of being able to distribute;The specific criteria generally include: equity test,balance sheet test and capital adequacy test.The solvency test rules establish the regulation concept of "large distribution",that is,all assets flowing from the company to the shareholders are regarded as distribution,and unified distribution rules are applied to regulate,so as to achieve the balance of interests of all parties to the greatest extent.Solvency test rules were founded by American corporate law and introduced by many countries,which have developed more in terms of test standards and illegal distribution of liability.These experiences provide reform direction for perfecting our capital system.On the basis of capital maintenance principle,we should integrate the existing capital outflow rules and increase the test standard of solvency.The scope of inclusion of the concept of distribution should be expanded,and all behaviors with substantial distribution function should be included in the method of "enumeration +generalization",and the solvency test should be uniformly accepted.At the same time,the duty and responsibility of directors should be improved according to the actual situation in our country.The liability mechanism for illegal distribution shall be set up,requiring directors to bear the compensation liability for the loss caused by illegal distribution,and informed shareholders to bear the return responsibility.In addition,the liability mechanism of directors’ fraudulent transfer shall be set up,and relevant provisions shall be made in the Company Law to require directors to be responsible for fraudulent transactions.