Legal concept of corporate capital system

I. Comparison of the nature of corporate capital between the two legal systems Corporate nature is one of the core concepts of company law. In civil law countries, people usually summarize the nature of a company as a corporate legal person according to the provisions of their own commercial laws. According to the traditional concept of company law, a company is a corporate legal person, which consists of more than two shareholders. The corporate nature of a company is highlighted in the plural number of shareholders. Looking at the development history of the company, we can find that there is almost no previous company legislation in various countries that does not emphasize the diversification of company members, which is also the basic structural feature of the company as a group different from other single commercial organizations. At the beginning of the company's establishment, due to the strong demand of economic development for the financing function of the legal person system and the limitation of legal and technical conditions, the joint-stock company, as a typical legal person organization, played a leading role in the legal person system of the company. However, with the continuous progress of science and technology and the increasingly detailed division of labor, a large number of small and medium-sized enterprises with greater flexibility and practical adaptability have emerged. German limited liability company law first recognizes the legal status of small and medium-sized companies, that is, small and medium-sized companies enjoy the independent legal personality of the company and become limited liability companies. Subsequently, a large number of family businesses and large enterprises independently invested in the establishment of wholly-owned subsidiaries, so that one-person companies can actually exist legally. At the same time, many countries amended their legislation and began to recognize one-man companies. In this case, many scholars question that the nature of legal person is the essence of the company.

The nature of corporate capital depends on the positioning of corporate nature by different legal systems. From the perspective of humanism, all objects are as spiritual and human as people. Over time, things have also become people, and they should be allowed to play a role and be respected. From the materialistic point of view, all individuals with spirituality and divinity are just a substance. Over time, people become a pile of dirty carbohydrates, which must be reformed and controlled.

Anglo-American legal system defines corporate capital as the externalization of shareholders' personality from the perspective of humanism. Capital has the humanity and spirituality of shareholders, and it is a dynamic and constantly improving system, which cannot be rigidly stipulated and constrained.

From the materialistic point of view, the continental law system defines corporate capital as the capital contribution handed over to the company by shareholders, and material capital is the foundation of the company's existence. If it is not standardized, the original material form will change, and the company law must limit the humanity and spirituality of shareholders to slow down the impact of shareholder changes on the company's capital.

Because of the different perspectives of the two legal systems, the positioning of corporate capital is also different, and because of the different quality, there are also differences in the construction of corporate capital system. This is the golden key for us to understand the differences between the two legal systems, especially the theory of civil law system, which still has a great influence on China law, and the changes of corporate capital system.

Second, the purpose of the corporate capital system Another difference between the two legal systems is that the civil law system views the world from multiple perspectives, often with material perspectives and theoretical shocks.

People exist, so the multiple perspectives of the civil law system have produced two conflicts: the conflict between shareholders and creditors. In the diffuse thinking of the civil law system, these two conflicts will eventually evolve into conflicts between shareholders and society, minor conflicts and major conflicts. Of course, the ultimate solution is to give up the small family for everyone, limit shareholders' rights and control capital changes for the benefit of creditors or so-called social interests. This way of thinking of continental law system is an extremely important key for us to understand the "three principles of capital".

Anglo-American legal system has only one perspective, and any system and theory can only be regarded as truth if it is useful to people. So the Anglo-American legal system has only one goal: the goal of the people. Other goals are to realize shareholder value and serve the company value. There is no conflict among shareholders, companies, creditors and society. Recognizing shareholders' rights and loosening the rules for shareholders is the first step to realize other values. In the civil law system, regulating capital and restraining shareholders is the first step to realize other values. From the humanistic point of view, the main purposes of establishing a corporate capital system are: 1, expanding investors' freedom and stimulating investors' investment enthusiasm; 2. Attract investors to invest capital and manpower to promote the smooth progress of the company's business activities; 3. Improve capital circulation channels to facilitate shareholders to enter or exit specific operations; 4, constantly modify the capital system, reduce the cost of the capital system in a timely manner.

Thirdly, the relative efficiency and relative security of the legislative value of corporate capital system have always been the two most fundamental value goals pursued by corporate legislation in various countries. The two are interrelated, but there are also some opposites and conflicts. When the two conflict, how to choose depends directly on the understanding and attitude of legislators. For the establishment of the company's capital system, we should follow the principle of unity of safety and efficiency, and put efficiency first. Because efficiency is the need of economic development and the basis of the existence and development of capital system norms. If the objective foundation of the company's existence is shaken for the sake of security, then it is difficult for such a capital system to have its own foundation. In the traditional company law of civil law system, in order to ensure the interests of creditors and the external credit foundation of the company, the provisions on company capital mostly reflect the spirit of the statutory capital system, which is designed to realize the policy of "state intervention in the economy" and strengthen the safety management of company capital, and more embodies the social-oriented methods and values. In common law countries, the authorized capital system is determined under the principle of individual-oriented legislation, focusing on providing various convenient conditions for investors and companies. Its legislative intent is mainly to stimulate people's enthusiasm for investment and simplify the procedures for the establishment of companies. Judging from the development of western countries, usually at the beginning of the establishment of the company system, when the corporate personality is seriously abused and the economic order is chaotic, the legislation of various countries seems to emphasize the function of legal protection more; However, when the economic order has stabilized, the law has turned to the function of pursuing efficiency. But no matter what kind of capital system is adopted, it is necessary to find the best balance between "safety" and "efficiency". The practice of company law in various countries has fully proved that only the company system based on "safety" and "efficiency" is the most vital company system, and the company capital system is no exception.