人力资本出资入股的法律思考
发布时间：2019-03-27 12:21
【摘要】：公司资本是公司存在和运营的基础,资本制度是公司营利的保障,也是公司法的核心制度之一,而出资制度则是公司资本制度的重要组成部分。传统公司法理论通常以货币、实物、财产权利等物质资本作为出资的合法形式,以求发挥资本的信用和保障功能。但随着知识经济时代的到来,人的知识和创新能力在经济发展中的作用越来越突显,人力资本已取代物力资本成为新时期里最稀缺的资源和最重要的生产要素。我国的一些地方性法规对人力资本出资的探索和公司股权激励制度、职工持股制度的推行,表明实践中人力资本作为出资形式的要求已日渐增加。然而,目前大多数国家的公司法对人力资本出资仍持保守态度,我国新公司法对此也未置可否。 对此,笔者试图通过本文,对人力资本出资的问题展开研究,并提出自己的一些浅见,以期对人力资本出资制度的构建有所裨益。 全文除导言和结语外,共分四章: 第一章,人力资本理论概述。一是人力资本概念的界定。笔者综合国内外学者对“人力资本”所下的定义,对比了其它相近似的概念,得出本文中的“人力资本”概念,并紧接着归纳了人力资本的特征和类型;二是介绍了人力资本理论的形成和发展过程。 第二章,人力资本出资入股的立法概况。列举了国内外有关人力资本出资入股的立法情况,并对人力资本出资在公司立法中的发展趋势和原因予以分析。 第三章,人力资本出资入股的理论分析。一是人力资本出资入股的必要性分析。从知识经济时代发展的要求、劳动能力权的保障、人才价值的实现、优化公司法人治理结构、建立公司激励制度的需要等方面进行阐述;二是人力资本出资入股的可行性分析。从非货币出资适格性的有益性、可估价性、可转让性三个要素,论证了人力资本出资入股在理论上是可行的;三是阐述了人力资本是如何转化成为公司法人财产的。 第四章,人力资本出资入股的制度构建。笔者从人力资本出资入股的主体、评估制度、股份处理制度、出资责任制度、投资行为的限制制度五个方面提出了自己的浅见。
[Abstract]:Corporate capital is the foundation of the existence and operation of the company. The capital system is not only the guarantee of the company's profit, but also one of the core systems of the company law, while the capital contribution system is an important part of the company's capital system. The traditional company law theory usually takes the material capital, such as money, object, property right and so on, as the legal form of capital contribution, in order to give play to the credit and guarantee function of capital. However, with the advent of the era of knowledge-based economy, the role of human knowledge and innovation in economic development has become more and more prominent. Human capital has replaced material capital as the most scarce resource and the most important factor of production in the new era. The exploration of human capital contribution in some local laws and regulations of our country and the implementation of stock right incentive system and employee stock ownership system show that the requirement of human capital as a form of capital contribution has been increasing day by day in practice. However, at present, the company law of most countries is still conservative about the human capital investment, and the new company law of our country also has no guarantee to this. In view of this, the author tries to study the problem of human capital contribution through this paper, and puts forward some opinions, in order to be beneficial to the construction of human capital contribution system. In addition to the introduction and conclusion, the thesis is divided into four chapters: the first chapter, the summary of human capital theory. The first is the definition of the concept of human capital. The author summarizes the definition of "human capital" by scholars at home and abroad, compares other similar concepts, obtains the concept of "human capital" in this paper, and then sums up the characteristics and types of human capital; The second is to introduce the formation and development of human capital theory. The second chapter, human capital investment into the stock legislation overview. This paper enumerates the legislation of human capital investment into stock at home and abroad, and analyzes the development trend and reasons of human capital contribution in company legislation. Chapter III, the theoretical analysis of human capital investment into the stock. The first is the analysis of the necessity of human capital investing in stock. This paper expounds the requirements of the development of knowledge economy era, the guarantee of labor power right, the realization of talent value, the optimization of corporate governance structure, the need of establishing company incentive system, and the second is the feasibility analysis of human capital investment into stock. From the benefit, valuation and transferability of non-monetary capital investment, this paper proves that human capital investment is feasible in theory, and expounds how human capital is transformed into corporate property. The fourth chapter, human capital investment into the system of construction. The author puts forward his own opinions from five aspects: the main body of human capital contribution into stock, the evaluation system, the share handling system, the capital contribution liability system, and the restriction system of investment behavior.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D912.29
，
本文编号：2448172
[Abstract]:Corporate capital is the foundation of the existence and operation of the company. The capital system is not only the guarantee of the company's profit, but also one of the core systems of the company law, while the capital contribution system is an important part of the company's capital system. The traditional company law theory usually takes the material capital, such as money, object, property right and so on, as the legal form of capital contribution, in order to give play to the credit and guarantee function of capital. However, with the advent of the era of knowledge-based economy, the role of human knowledge and innovation in economic development has become more and more prominent. Human capital has replaced material capital as the most scarce resource and the most important factor of production in the new era. The exploration of human capital contribution in some local laws and regulations of our country and the implementation of stock right incentive system and employee stock ownership system show that the requirement of human capital as a form of capital contribution has been increasing day by day in practice. However, at present, the company law of most countries is still conservative about the human capital investment, and the new company law of our country also has no guarantee to this. In view of this, the author tries to study the problem of human capital contribution through this paper, and puts forward some opinions, in order to be beneficial to the construction of human capital contribution system. In addition to the introduction and conclusion, the thesis is divided into four chapters: the first chapter, the summary of human capital theory. The first is the definition of the concept of human capital. The author summarizes the definition of "human capital" by scholars at home and abroad, compares other similar concepts, obtains the concept of "human capital" in this paper, and then sums up the characteristics and types of human capital; The second is to introduce the formation and development of human capital theory. The second chapter, human capital investment into the stock legislation overview. This paper enumerates the legislation of human capital investment into stock at home and abroad, and analyzes the development trend and reasons of human capital contribution in company legislation. Chapter III, the theoretical analysis of human capital investment into the stock. The first is the analysis of the necessity of human capital investing in stock. This paper expounds the requirements of the development of knowledge economy era, the guarantee of labor power right, the realization of talent value, the optimization of corporate governance structure, the need of establishing company incentive system, and the second is the feasibility analysis of human capital investment into stock. From the benefit, valuation and transferability of non-monetary capital investment, this paper proves that human capital investment is feasible in theory, and expounds how human capital is transformed into corporate property. The fourth chapter, human capital investment into the system of construction. The author puts forward his own opinions from five aspects: the main body of human capital contribution into stock, the evaluation system, the share handling system, the capital contribution liability system, and the restriction system of investment behavior.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D912.29
，
本文编号：2448172
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