Improving The Legal Environment Of Enterprises From The Revision Of Company Law

Domestic companies and enterprises have undergone considerable development in terms of quantity and quality, and the social and economic environment has undergone profound changes. Therefore, new requirements have been put forward for company legislation.

The drafting of our company law began in 1983. When we formulated the company law, we still considered how to implement the dual track system.

In 1993, we thought more about the restructuring of state-owned enterprises, focusing on how state-owned enterprises should reform their shareholding enterprises.

Therefore, the company law of 1993 is embodied in the characteristics of state-owned enterprises, mandatory norms and rigid corporate governance norms, which embodies the spirit of restructuring.

Over the past ten years, domestic companies and enterprises have undergone considerable development in terms of quantity and quality, and profound changes have taken place in the social and economic environment. This has raised new requirements for company legislation.

The new company law promulgated this time has deleted many of the contents of the restructuring. We are considering how to encourage investment and how to provide a better legal environment for the development of the company.

From the perspective of the development of the company law in the past 20 years, we can see the great leap forward of our legislative concept, and also show the great changes in the modern sense of our company in the past 20 years.

The development of enterprises needs a benign legal environment.

Under the market economy, there are mainly four aspects of legal environment: first, the legal environment of market access; two, the legal environment of market competition; three, the legal environment for market risk prevention; and four, the legal environment for market withdrawal.

These four legal environments can also be called four legal mechanisms.

But what is the current situation of these four legal mechanisms?

What are the problems and what are they better than before?

I. legal environment for market access

In my view, from the perspective of market access mechanism, market access should be greatly relaxed, enabling enterprises and companies to have a more relaxed environment.

For an enterprise, to enter the market, there are four main conditions: 1., the relaxation of the responsibility mechanism, that is, the capital contribution we usually talk about is only limited.

2. the threshold should be lowered.

From the world trend, the threshold of company establishment is gradually decreasing.

Japan's company law has recently been amended to abandon the minimum registered capital system of the mainland law, and even to learn that the United States has no minimum registered capital system.

3., we should reduce the mandatory norms of the state.

The state's mandatory regulations inhibit the free establishment of corporate enterprises.

Therefore, the company law of the world has also greatly strengthened some arbitrary rules and regulations, allowing the constitution to do something according to itself.

4. the mechanism of tax burden.

In some countries, the tax burden is very heavy, or the financial burden on setting up a company is relatively high, and people are unwilling to set up a company in this country or region.

From the perspective of the revision of the company law, we can at least see that the revision of the company law just passed has satisfied many aspects of our legal environment.

Our company itself is a limited liability company. The threshold we set up has been greatly reduced. The limited company has only 30 thousand yuan, and the stock company has been reduced to 5 million yuan, allowing the establishment of one person company, no restrictions on investment pfer, and diversified forms of investment contribution.

Not only has this been stipulated, especially for financial enterprises, as a general enterprise, this company law has greatly relaxed the establishment of joint stock companies, which is a very good change of the legal system environment for us.

The registered capital of previously unlisted stock companies dropped from 10 million to 5 million, and the promoters could be 2 to 200.

In this way, the establishment of a joint stock company can have 200 people, and the registered capital will be fully paid by the sponsors and only 5 million.

Moreover, we have adopted the approval of the provincial and ministerial level, the approval of the ministries and commissions of the State Council and the approval of the provincial people's government.

If we engage in a joint-stock start-up company, it will be greatly relaxed in terms of approval procedures, registered capital and number of sponsors.

This is also in line with the international requirements for the establishment of a joint stock company, which should be set up more freely without any examination and approval conditions. In addition to the examination and approval of the industry, there is no special requirement for the joint stock company unless it is raised to the public.

Although we have relaxed the conditions in this regard, we still have some problems with regard to tax burden.

Compared with foreign investment, our enterprises have some corporate income tax burdens even higher than some other countries in the United States.

So in this sense, the conditions for the establishment of financial enterprises may be relaxed with the revision of the company law.

Two, market competition mechanism

For the perfection of the market competition mechanism, we should determine that there is an important law in the market paction, and any regulations that do not violate the state's prohibition in the order of the trade should be legal.

In the process of international exchanges and domestic pactions, such a rule should be established as long as the law does not prohibit it.

This loose environment should be established with the gradual improvement of our legal system.

From the present point of view, any country in the law prohibits the issue, with particular emphasis on the norms of competition law.

China's anti-monopoly law will soon be submitted to the Standing Committee of the National People's Congress for deliberation. This part of the law is very important for banking and financial industry, that is, the problem of bank card collecting fees.

The collection of fees is now competing for price cuts, which is good for the market and consumers. What is worse for me than your price? So there should be no problem in pricing in competitive industries.

But can we restructure several major state-owned commercial banks? Do we have a unified price between them?

It depends on whether there is any monopoly agreement that will be violated by the monopoly law. If there is a monopoly agreement in the market share, if it constitutes a monopoly agreement, it is also a prohibitive act.

Therefore, what acts are contrary to the provisions of the anti unfair competition law and which acts belong to the provisions of the anti-monopoly law are of vital importance to us.

Three, the mechanism of market risk prevention

In general, enterprises have risk prevention. With the revision of the company law and the adoption of the new company law, we can see that the threshold for setting up companies has been greatly reduced, and the conditions for setting up companies have also been relaxed.

In a sense, it is a good news for investors, investors can set up companies with relatively low investment, but with those who deal with these companies, especially as banks, it is necessary to see that the risks are increasing.

If the original permitted minimum registered capital is 500 thousand, it is only 30 thousand now, which is 10 million, only 5 million now, and the form of capital contribution has also changed.

In this sense, we can say that the admittance of the company system has been relaxed, but the risk of dealing with him has increased.

Why should our company law be amended to make it clear that the company relies on capital as credit, and we need to relax the conditions for the establishment of the company?

What is the requirement for banks and creditors to relax the conditions set up by the company?

Obviously, we need to pay more attention to his credit situation than before.

The revision of the company law undoubtedly tells us that we should not be superstitious about how much the registered capital is, but rather how much the actual property is. We must not just look at the actual property, but also whether the credit is in full condition, whether there is any guarantee for the people, whether there is any decision to be executed by the court or others.

Just looking at its registered capital, there is real capital and it can not be sure of its credit.

In this sense, the revision of the company law calls for us to better establish and perfect the credit archives system and credit system of modern enterprises.

In a sense, we can even say that the market risk is fixed, or it can be called the law of conservation of risk.

If the risk of investors is reduced, it is clear that the risk of creditors has increased.

Therefore, we should see that with the revision of the company law, the investors' conditions relaxed, and the risk of dealing with these enterprises increased.

In line with the mechanism of risk reduction, it is a common guarantee mechanism in the world.

Although the property law has not been passed, the change of the guarantee system is the most important thing for banks and financial enterprises.

We should pay special attention to this. Our property law tries to absorb part of the chattel guarantee system in the United States, or the chattel mortgage system.

In our guarantee law, we can extend the scope of mortgages from the original real estate, land use rights, housing, machinery and equipment, vehicles and instruments to finished products, and even expand to raw materials, including expanding buildings under construction.

The world bank and foreign scholars have also suggested that creditor's rights can be used as a means of pledge.

Therefore, we can see that, with the exchange with the world, foreign banks will enter China's financial market, and foreign banks will inevitably require more guarantees, guarantees or guarantees.

This is bound to expand, but after expansion, how to make its measures, registration and so on still need us to improve.

Four, market exit mechanism

It includes two important contents: one is to withdraw from the liquidation mechanism afterwards.

Nowadays, many enterprises have withdrawn without liquidation.

Now there are many problems not only for the withdrawal of financial institutions, including the exit mechanism of general market, enterprises and companies, but also the imperfect legal mechanism.

The company law only solves a small part of the problem. The amendment of the company law adds that when the company fails to liquidate, it is regarded as a legal person qualification during the liquidation period. Although there is no legal qualification in the industry and Commerce Department, it should be regarded as a legal qualification as long as it has not been cleared up.

This has provided conditions for creditors to collect debts and demand repayment of debts to such enterprises, but there are still some imperfections.

Apart from the improvement of the liquidation system, the improvement of bankruptcy system is very important.

As we all know, the bankruptcy law could have been passed at the end of last year. Because of the disputing of the status of the secured creditor's right relative to the labor creditor's rights, the Supreme Court also said that when the Supreme Court explained that the citizens were mortgaged by the house in the judicial interpretation, when the house could not be repaid at last, the housing should be considered as a daily necessities, and the production and living materials should be considered as a people-oriented way.

The Supreme Court has already made some plans to change this.

Therefore, from the order of debt repayment and bankruptcy liquidation, some environments are perfect, but there are still many unsatisfactory ones.

To sum up, if we can relax the access in the market, we have stipulated in the market what is prohibited by the competition law, the warning system of yellow card and red card, the mechanism of risk prevention, the establishment of a better corporate credit file and the establishment of a broader insurance mechanism.

Finally, in the improvement of exit mechanism, liquidation and bankruptcy, I think we will have a better legal environment.