On The Registered Capital System Of Other Countries

< p > in the history of American company law, especially before 1970s, there was a statutory minimum registered capital system.

If a company does not receive the minimum registered capital before its opening, the directors are jointly and severally liable for the company's debts.

However, the minimum registered capital threshold of the US states is not high.

Most states are determined to be 1000 dollars, some states are determined to be 500 dollars, and some states require shareholders to contribute no less than a certain proportion of authorized capital.

But the minimum registered capital system has always been criticized.

The main reason is that the system ignores the capital needs of different companies and sets the minimum corporate capital uniformly.

Moreover, the gold content of US $1000 in 1950s was greatly reduced due to inflation and other factors in 1980s.

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< p > in view of the fact that the minimum registered capital of the legislators' subjective assumption is not effective in protecting creditors, the side effect of repressing investment and entrepreneurial activities is very obvious. In 1969, the US model business corporation law abolished the statutory minimum capital system.

After all, American States began to abolish the minimum registered capital system in the end of 1970s.

Theoretically, only 1 cents of equity capital can be invested in most of the States.

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The legislative trend of "P > us will undoubtedly help encourage the public to < a href=" //www.sjfzxm.com/news/index_c.asp "> investment /a >.

If the shareholders' equity capital invested in the company is obviously insufficient, causing the company to become a under capitalized Corporation and seriously affecting the interests of creditors, the court may also disclose the company veil and order the shareholders behind the veil of the company to stand up and assume joint liabilities for the creditors of the company.

If the legislative idea of using the minimum registered capital to protect creditors is called the "front-end control" mode, the United States can use the legal principle of corporate veil to protect creditors' legislation, which can be called the "back-end control" mode.

The back-end control mode not only embodies the humanistic solicitude of the law to the creditors' interests, but also minimizes the damage caused by the creditor protection system to the innocent shareholders, so it is a a href= "http:// www.sjfzxm.com/news/index_c.asp" system with the advantages of "taking advantage of the advantages and avoiding disadvantages", and has the largest positive energy and the least negative effect.

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< p > in Europe, where the minimum a href= "//www.sjfzxm.com/news/index_c.asp" > registered capital < /a >, the essential role of the minimum registered capital system has also been questioned.

The in-depth study of the company law expert group set up by the European Commission in September 2001 has sharply pointed out that the minimum registered capital system of the company is not enough to ensure that it has the financial resources necessary to carry out a large number of business activities.

They do not even think ironically that the only function of the minimum registered capital system is to prevent individuals from setting up companies in exuberant way, because they must have the minimum capital before setting up a company.

The question is whether such a system function constitutes a sufficient justification for retaining the minimum registered capital.

If the answer is negative, there are only two alternative legislative ideas: to abolish the minimum registered capital system or to further raise the threshold of minimum registered capital.

Since the principle of capital system is to protect the legitimate rights and interests of creditors, scholars have suggested other measures to protect creditors more effectively.

It is predicted that the possibility of the EU's abolition of the minimum registered capital system in the future is very great.

As expected, the limited liability company law, which was modified in November 1, 2008, abolished the minimum registered capital system.

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< p > there are three legislative proposals in the process of Japanese company law revision and codification: first, the minimum registered capital of a joint stock company and a limited liability company is 3 million yen; two, the minimum capital of the two companies should be adjusted below 3 million yen; three, there is no provision for the minimum registered capital.

Following the American footsteps and influenced by the reform of the minimum registered capital system of the European Union, the Japanese company code of 2005 resolutely abolished the minimum registered capital system.

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