论债权出资风险的法律防范
发布时间：2018-10-16 14:58
【摘要】：债权出资指投资人(即债权人)以其对公司或者第三人的债权向公司投资入股。但由于债权出资的不确定性、意定性、价值难以评估性等问题,使得债权出资存在很大的风险。债权出资的症结,在于如何保障公司作为债权受让人的安全地位。我国公司法中对于出资形式的规定,间接允许了债权可用以出资,但对于债权出资风险防范的制度却处于缺失状态。法律的允许与具体制度的缺失使得债权出资的风险问题显得更为突出,因此制定合理易行的风险防范制度尤为必要。债权出资的风险可以从三方面进行防范：一是确定可用于出资的债权种类。对债权的种类进行分析,确定可用货币估价并可依法转让,同时适合用来出资的债权范围；二是制定严格合理的债权出资程序。在制定债权出资程序的同时,重点对程序中的价值评估、交付与公示问题进行分析,以有效防范债权出资的风险；三是制定债权出资责任保障机制。有了债权出资程序的规范,债权出资的完成有了保障,但债权出资的完成并不等于出资债权的实现,因此制定保障出资债权实现的责任机制就显得尤为重要。
[Abstract]:Creditor's right contribution means that the investor (that is the creditor) invests shares in the company with his claim to the company or a third party. However, due to the uncertainty of creditor's rights, the nature of meaning, the value is difficult to evaluate and so on, there is a great risk in the contribution of creditor's rights. The crux of creditor's rights contribution lies in how to protect the security status of the company as creditor's rights transferee. In our company law, the stipulation of the form of capital contribution indirectly allows the creditor's rights to be used as capital contribution, but the system of preventing the risk of creditor's rights contribution is in a state of absence. The lack of legal permission and specific system makes the risk of creditor's rights contribution more prominent, so it is necessary to establish a reasonable and easy risk prevention system. The risk of creditor's rights contribution can be prevented from three aspects: one is to determine the kind of creditor's rights that can be used for capital contribution. This paper analyzes the types of creditor's rights, determines the available monetary valuation and can be transferred according to law, and at the same time, it is suitable for the scope of creditor's rights used for capital contribution; second, it is necessary to formulate strict and reasonable procedures for creditor's rights' contribution. In order to effectively prevent the risk of creditor's rights contribution, the author focuses on the analysis of the value evaluation, delivery and publicity in order to prevent the risk of creditor's rights contribution. Third, it is to establish the liability guarantee mechanism of creditor's rights contribution. With the specification of the procedure of creditor's rights contribution, the completion of creditor's rights contribution is guaranteed, but the completion of creditor's rights contribution is not equal to the realization of the creditor's rights, so it is very important to establish the responsibility mechanism to guarantee the realization of the creditor's rights.
【学位授予单位】：中南大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2274716
[Abstract]:Creditor's right contribution means that the investor (that is the creditor) invests shares in the company with his claim to the company or a third party. However, due to the uncertainty of creditor's rights, the nature of meaning, the value is difficult to evaluate and so on, there is a great risk in the contribution of creditor's rights. The crux of creditor's rights contribution lies in how to protect the security status of the company as creditor's rights transferee. In our company law, the stipulation of the form of capital contribution indirectly allows the creditor's rights to be used as capital contribution, but the system of preventing the risk of creditor's rights contribution is in a state of absence. The lack of legal permission and specific system makes the risk of creditor's rights contribution more prominent, so it is necessary to establish a reasonable and easy risk prevention system. The risk of creditor's rights contribution can be prevented from three aspects: one is to determine the kind of creditor's rights that can be used for capital contribution. This paper analyzes the types of creditor's rights, determines the available monetary valuation and can be transferred according to law, and at the same time, it is suitable for the scope of creditor's rights used for capital contribution; second, it is necessary to formulate strict and reasonable procedures for creditor's rights' contribution. In order to effectively prevent the risk of creditor's rights contribution, the author focuses on the analysis of the value evaluation, delivery and publicity in order to prevent the risk of creditor's rights contribution. Third, it is to establish the liability guarantee mechanism of creditor's rights contribution. With the specification of the procedure of creditor's rights contribution, the completion of creditor's rights contribution is guaranteed, but the completion of creditor's rights contribution is not equal to the realization of the creditor's rights, so it is very important to establish the responsibility mechanism to guarantee the realization of the creditor's rights.
【学位授予单位】：中南大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前1条
1 王宁;债权出资的法律风险与防范机制[D];中国政法大学;2012年
，本文编号：2274716
本文链接：https://www.wllwen.com/falvlunwen/gongsifalunwen/2274716.html
