The nature of the company's property right refers to the nature of the company's rights to the company's assets. Then, what is the nature of enterprise property rights, ownership, management or control, and what is the content of enterprise property rights? The answer to this question not only determines the scope of asset rights enjoyed by companies and the relationship between companies and shareholders, but also is the primary and core issue that restricts the reform of enterprises in China, because this certainty involves the asset relationship between the state and state-owned enterprises, state-owned assets and companies, and touches on the sensitive issue of state ownership.
In fact, the specific formation process of corporate property rights is: shareholders contribute to form corporate capital, and after shareholders' assets are transformed into corporate assets, a new right relationship is formed between shareholders and the company. Among them, the ownership (property right) of shareholders' contribution to the company is transformed into shareholders' rights (equity), and equity is no longer ownership. It can be said that the equity is the result that the original ownership of the capital contribution is transferred to the company by the shareholders. The ownership of company assets invested by shareholders belongs to the company. As a legal person with independent personality, the company enjoys the property rights of the legal person independently according to law. Therefore, although the shareholders or all shareholders are still the owners of the company in terms of the source and final distribution object of the company's assets, during the whole existence of the company after its establishment, the shareholders' capital contribution has been legally transferred or lost ownership. The principle of "one thing, one right" in the Property Law does not recognize that there are two ownership subjects in the same company's assets at the same time, but only recognizes that the company is the ownership subject. The last paragraph of Article 4 of China's Company Law stipulates that "the ownership of state-owned assets in a company belongs to the state", which is actually unreasonable in reason and law, and should be changed to "the state-owned shares in a company belong to the state".
In this way, it is easy to analyze the nature and content of company property rights. First of all, the company property right can be defined as: the company property right belongs to the company for the purpose of use and income; The capital contribution of shareholders constitutes the assets of the company. According to the law or agreement, the company actually occupies, uses and disposes of the company's assets independently, and distributes the income of the company's assets according to law. The company's various rights to the company's assets are the so-called company property rights. The company becomes a legal person organization due to the contribution of shareholders. A company as a legal person has an independent personality, enjoys independent rights and assumes independent responsibilities.
In this way, although shareholders still have the ownership of the company's assets in the final sense, such as participating in the shareholders' meeting and electing the company's board of directors, the company distributes profits to shareholders, and shareholders enjoy the right to distribute the remaining assets, that is, when the company is liquidated, shareholders have the right to distribute the remaining assets. During the company's existence, the capital contributed by shareholders constitutes the company's capital, and the company's assets are independently controlled by the company legal person according to law. In fact, most of the power of shareholder ownership is owned and controlled by the company as a legal person. Although this kind of company property right evolved from other property rights and usufructuary rights, the right of possession, use, disposal and income that the company independently grasps according to the provisions of laws and articles of association constitutes a relatively independent and complete property right of the company as a legal person, which is quite different from the usufructuary rights formed by leasing and contracting in form and essence. If the company's independent personality and independent responsibility are recognized and the company is an autonomous legal person organization, then it can be said that the company's assets (property) are independent assets and the company has the ownership of legal person assets. Of course, this kind of ownership is limited, incomplete, time-limited and relative.
The ownership of the company's assets includes the following four meanings: First, all the company's assets contributed by shareholders are owned by the company. Second, once the shareholder's capital contribution is invested in the company, it becomes the company's property, which is independently controlled and used by the company, and the shareholder may not directly control its capital contribution property. Third, the company can dispose of its property at its own discretion and bear the debt liability with all its property. Fourth, the company has the right to profit from its operating income and decide to distribute its income according to laws, articles of association and the will of the company's organs.