A Comparative Study of Corporate Capital Payment Mode and Its Choice in China
The capital payment models of companies in mainstream legal domains can generally be divided into three types:the fully paid-up model,the restricted paid-up model,and the notice-required paid-up model.All three revolve around the concept of actual capital payment and essentially represent three levels of restrictions on the contractual freedom of shareholders to contribute capital,ranging from strict to lenient.In comparison,the restricted paid-up model is challenging to strike a balance between the fully paid-up and notice-required paid-up models and is generally only applicable in systems with minimal capital requirements.From the perspective of institutional effectiveness and applicability,the fully paid-up system is superior to the notice-required paid-up system in many scenarios,as well as to the unique subscription system in China.The subscription system differs from the three main capital contribution models as it does not emphasize actual payment,and the new company law's decision to abolish it is commendable.However,the new law adopts a dual-track approach for joint-stock companies(requiring full payment)and limited liability companies(allowing deferred payment).This approach has limited effectiveness in addressing practical issues arising from shareholder contributions in China.Considering various perspectives such as credit foundation,regulatory framework,judicial status,and institutional requirements,a actual payment system is more suitable for China.This not only helps extricate the country from the current quagmire of capital payment issues but also injects greater institutional resilience into the capital rules system.Nevertheless,given the institutional gap between subscription and full payment,the dual-track system introduced by the new law remains a beneficial transition toward a fully paid-up system.
万方数据
维普
