《公司法》与外商投资企业法的矛盾与统一

发布时间：2018-07-07 08:02

本文选题：有限责任公司 + 外商投资　；参考：《财经科学》1996年02期

【摘要】：正有限责任公司是公司的重要形式,《公司法》和外商投资企业法对其均有规定。考查这些法规,我们会发现诸多不同。在我国于是出现这样的现象,同一类型的有限责任公司却由多种法律调整,事实上形成两种有限责任公司。本文将对这种立法现状的利弊、取向进行探讨,以期对我国有限责任公司制度的完善有所帮助。一纵观《公司法》与外商投资企业法对有限责任公司规定的诸多不同,主要集中在以下几个方面 (一)注册资本注册资本是公司资产的基础,也是公司得以设立的重要条件。它不仅关系到公司的经营规模、经营能力,还涉及到风险及民事责任的承担等一系列重大问题。关于有限责任公司注册资本的规定,《公司法》与外商投资企业法的不同之处主要有:(1)《公司法》对有限责任公司的注册资本明确规定了最低限额,而外商投资企业法却无最低限额的规定。(2)《公司法》要求有限责任公司的注册资本必须为股东的实缴资本,且要求股东对各自确认承担的出资一次缴付,即注册资本以投资者实际缴付的出资额构成;而外商投资企业法则规定为认缴资本,即公司注册登记时投资者虽然要承担各自确认数额的出资义务,但可以不实际缴付,或可分期缴付,在此注册资本可能是协议形成的资本构成。(3)《公司法》规定,有限责任公司在经营期内可
[Abstract]:Regular limited liability company is an important form of company, which is regulated by Company Law and Foreign Investment Enterprise Law. Looking at these laws, we will find many differences. In our country, the same kind of limited liability company is adjusted by many kinds of law, in fact, two kinds of limited liability company are formed. This article will discuss the advantages and disadvantages of this kind of legislation in order to help the perfection of the limited liability company system in our country. First, looking at the many differences between the Company Law and the Law on Enterprises with Foreign Investment on limited liability companies, they mainly focus on the following aspects: (1) registered capital is the foundation of a company's assets. It is also an important condition for the establishment of the company. It not only relates to the business scale and ability of the company, but also involves a series of important problems, such as risk and civil liability. Concerning the provisions of registered capital of limited liability companies, the differences between the Company Law and the Law on Enterprises with Foreign Investment are as follows: (1) the registered capital of a limited liability company is clearly set a minimum limit, However, the Law on Enterprises with Foreign Investment does not have a minimum limit. (2) the Company Law requires that the registered capital of a limited liability company must be the paid-up capital of the shareholders, and that the shareholders should pay once to the contributions they have recognized and undertaken. That is, the registered capital is constituted by the amount of capital actually paid by the investor; and the law on enterprises with foreign investment stipulates that the subscription capital, that is, the investor may not actually pay, although he has to bear the obligation to contribute the amount recognized by the investor when the company is registered, Or may be paid in instalments, in which the registered capital may be the capital composition formed by the agreement. (3) the Company Law provides that a limited liability company may, during its operating period,
【作者单位】：西南财经大学法学系四川联合大学法律系
【分类号】：D922.29

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