公司股东信用出资的法律问题研究
发布时间：2019-03-11 14:28
【摘要】：信用出资,能否作为出资方式,在学术界存在两种不同的声音,争议很大。新《公司法》放开了非货币财产出资的限制,却禁止信用出资。信用出资是以无形资产形式对公司实体经济的技术投资,从比较成熟公司资本运做结构看,信用出资总体上对公司实体有积极作用,但如果在资本结构上加以限制,也会产生负面影响。信用出资能够促进公司创新和可持续发展;促使无形资产技术因素转化;促进公司经营效益提高。但是信用出资也会有消极作用,如使公司资本虚拟化增加,实体发生危机的可能性增大。总体来说,信用出资是公司发展的必然产物,是信用制度的货币资本化的产物,以信用的形式和公司实体资本相联系是一种公司资本运作的必要经济手段。论文重新审视信用出资的无形财产理论,分析信用出资的特性,提出信用出资存在的问题,结合域内外信用出资法律结构进行评析,并通过我国信用出资的相关案例分析,探讨信用出资的现实必要性和可行性。在上述基础上,构建信用出资法律制度,限制信用出资主体,加强信用出资保障制度的建设,完善信用出资程序和责任,让信用资本在经济生活中发挥出经济价值。
[Abstract]:There are two different voices in academic circles about whether credit contribution can be used as a way of investment, and there is a lot of controversy. The new Company Law liberalizes the restriction on non-monetary property contribution, but prohibits credit contribution. Credit contribution is a technical investment in the real economy of a company in the form of intangible assets. From the point of view of the capital operation structure of a more mature company, credit contribution has a positive effect on the corporate entity as a whole, but if it is restricted in the capital structure, It can also have a negative impact. Credit investment can promote the innovation and sustainable development of the company; promote the transformation of technical factors of intangible assets; promote the improvement of the operating efficiency of the company. But credit contributions can also have a negative effect, such as increasing the virtualization of corporate capital and increasing the likelihood of an entity crisis. Generally speaking, the credit contribution is the inevitable product of the company's development and the result of the monetization of the credit system. It is a necessary economic means of the company's capital operation to connect the form of credit with the company's entity capital. This paper re-examines the theory of intangible property of credit contribution, analyzes the characteristics of credit contribution, puts forward the problems existing in credit contribution, analyzes the legal structure of credit contribution in and out of the world, and analyzes the related cases of credit contribution in China. Probe into the realistic necessity and feasibility of credit contribution. On the basis of the above, we should construct the legal system of credit contribution, restrict the main body of credit contribution, strengthen the construction of guarantee system of credit contribution, perfect the procedure and responsibility of credit contribution, and make the credit capital bring into play the economic value in economic life.
【学位授予单位】：烟台大学
【学位级别】：硕士
【学位授予年份】：2016
【分类号】：D922.291.91
，
本文编号：2438360
[Abstract]:There are two different voices in academic circles about whether credit contribution can be used as a way of investment, and there is a lot of controversy. The new Company Law liberalizes the restriction on non-monetary property contribution, but prohibits credit contribution. Credit contribution is a technical investment in the real economy of a company in the form of intangible assets. From the point of view of the capital operation structure of a more mature company, credit contribution has a positive effect on the corporate entity as a whole, but if it is restricted in the capital structure, It can also have a negative impact. Credit investment can promote the innovation and sustainable development of the company; promote the transformation of technical factors of intangible assets; promote the improvement of the operating efficiency of the company. But credit contributions can also have a negative effect, such as increasing the virtualization of corporate capital and increasing the likelihood of an entity crisis. Generally speaking, the credit contribution is the inevitable product of the company's development and the result of the monetization of the credit system. It is a necessary economic means of the company's capital operation to connect the form of credit with the company's entity capital. This paper re-examines the theory of intangible property of credit contribution, analyzes the characteristics of credit contribution, puts forward the problems existing in credit contribution, analyzes the legal structure of credit contribution in and out of the world, and analyzes the related cases of credit contribution in China. Probe into the realistic necessity and feasibility of credit contribution. On the basis of the above, we should construct the legal system of credit contribution, restrict the main body of credit contribution, strengthen the construction of guarantee system of credit contribution, perfect the procedure and responsibility of credit contribution, and make the credit capital bring into play the economic value in economic life.
【学位授予单位】：烟台大学
【学位级别】：硕士
【学位授予年份】：2016
【分类号】：D922.291.91
，
本文编号：2438360
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