The existence of capital is the inevitable result of the development of commodity economy, the cornerstone of modern enterprise system or company system, the basic element of market economy and the inevitability of existence.
The characteristics of the capital system:
Non-debt funds, the project legal person does not bear any interest and debt of this part of the funds, investors can enjoy the owner's rights and interests in proportion to their capital contribution, and can also transfer their capital contribution, but generally can not be withdrawn in any way.
The capital system is consistent in principle for different industries and different enterprises, but there are also differences, mainly because the national capital composition of state-owned enterprises in different industries is different. The following enterprises are mainly introduced here:
(1) transport enterprises
(1) In addition to the balance of renovation funds in the existing fixed funds (excluding expenditures for special projects to be transferred), working capital and special funds belonging to the capital part of transportation enterprises, for decentralized ports under the dual leadership of the Ministry of Communications and the city where the port is located, it should also include the balance of funds for port maintenance.
(2) The balance of existing production development funds and reserve funds of transportation enterprises, according to the provisions of the financial system, if an enterprise changes its organizational form and implements the joint-stock system, shall be converted into state capital, and the specific definition shall be implemented in accordance with the provisions of relevant departments.
(2) Posts and telecommunications enterprises
Posts and telecommunications enterprises that are newly established shall be handled in accordance with the relevant provisions of the newly issued financial system. The capital of the existing central state-owned post and telecommunications enterprises and local rural telephone enterprises can be determined according to the following principles:
(1) The balance of enterprise fixed funds (excluding special expenditures to be transferred), working capital and special funds for renovation and transformation shall be used as national capital.
(2) The enterprise's existing line reconstruction fund is essentially a depreciation fund, which should also be regarded as national capital.
(3) Construction and real estate development enterprises
(1) The original "development and operation fund allocated by the financial department" was converted into national capital.
(2) The original "development and operation fund allocated by the competent department" is generally listed as the company's capital.
(3) The "enterprise development and operation fund" transferred by the original real estate development enterprise through after-tax profits, as well as the "production development fund" and "reserve fund" in the special fund belong to the category of investors' rights and interests according to the requirements of the General Principles of Enterprise Finance. When the real estate development enterprise determines the capital contribution of the original investors and investors, it is listed as capital or provident fund.
(4) Financial and insurance enterprises
(1) In order to strengthen the management of the financial industry and protect the interests of creditors, the central bank has set a minimum capital limit for the establishment of banks and non-bank financial institutions.
(2) When enterprises raise capital, the ways of raising capital are different due to their different nature. The capital of state-owned enterprises is generally approved by the state and allocated from the financial budget by the Ministry of Finance. The capital of regional banks is generally allocated from local finance, while the capital of foreign banks is basically allocated by their foreign investors. The capital of joint-stock enterprises needs to be raised by issuing shares or issuing capital contribution certificates to shareholders.
The content of the capital system:
The capital system mainly involves the following contents:
(1) Quantity requirements of legal capital. The so-called legal capital refers to the minimum amount of capital that the state must raise to start an enterprise, or the minimum amount of capital that an enterprise must have when it is established, otherwise the enterprise may not approve its establishment.
(2) Capital financing law. According to the provisions of national laws and regulations, enterprises can absorb all kinds of capital in various ways. When an enterprise raises funds, it can absorb both monetary capital investment and physical and intangible assets investment, but the absorbed physical and intangible assets should be valued according to the amount confirmed by the assessment or agreed in the contract and agreement.
(3) Capital contribution limit of intangible assets. Most countries in the world allow intangible assets to invest in enterprises, but at the same time limit the proportion of intangible assets investment.
(4) the financing period of capital. Enterprise capital can be raised at one time or by stages, and the enterprise shall raise capital in a timely manner in accordance with laws, regulations, contracts and articles of association. There are generally three types of provisions on the duration of capital contribution: first, the paid-in capital system. That is, when an enterprise is established, it needs to determine the total capital, raise it in one lump sum, and the paid-in capital is consistent with the registered capital, otherwise it may not set up an enterprise; The second is the authorized capital system. That is to say, when an enterprise is established, although the total capital must be determined, whether it is fully funded at one time is particularly related to the establishment of the enterprise. As long as the first phase of factory capital is raised, the enterprise can be established, and the rest will be raised by the board of directors after the company is established. In this way, the paid-in capital is inconsistent with the registered capital when the enterprise is established; The third is to compromise with the capital system. That is, when the enterprise is established, the total capital is determined, and it is not necessary to raise it in one lump sum, but the amount or proportion of the initial capital contribution and the time limit for the final capital payment are stipulated.
(5) capital verification and capital contribution certificate. Capital verification refers to the legal confirmation of the property invested by investors, including the value verification and time confirmation of cash and non-cash assets. After the capital verification procedure is completed, the entrusted accounting firm and other intermediaries and certified public accountants shall issue a capital verification report to the enterprise, and the enterprise shall issue a capital contribution certificate to the investor accordingly.
(6) Investors' breach of contract and their responsibilities. For various reasons, investors violate the articles of association, agreement or contract of the enterprise and fail to make full and timely contributions, which affects the establishment of the enterprise. This behavior is legally regarded as an investment default. Enterprises and other investors can investigate the liability of investors who violate the contract in their capital contribution according to law, and government departments should also punish those who violate the contract according to relevant national laws and regulations.
Classification of capital system:
1. Paid-in capital system
Paid-in capital system, also known as statutory capital system, requires enterprises to determine the total capital and pay it in full at one time, otherwise they may not be established. Under the paid-in capital system, the paid-in capital of an enterprise is equal to the registered capital. Under this system, if an enterprise wants to increase or decrease its capital, it must modify the company; Articles of association, and go through the formalities for re-registration in the administrative department for industry and commerce. The flexibility of enterprises to increase or decrease capital is low.
2. Authorized capital system
Authorized capital system requires enterprises to determine the total capital in the articles of association, but it does not require that all capital be paid in one lump sum when the enterprise is established. As long as the first investment is paid, the enterprise can be established. For the remaining unpaid capital, the board of directors is authorized to put it in place by stages after the company is established. Under this system, the paid-in capital is allowed to be inconsistent with the registered capital, and enterprises can increase or decrease their capital flexibly.
3. Compromise the capital system
Compromise capital system is a kind of capital system between paid-in capital system and authorized capital system, which requires determining the total capital and stipulating the initial capital contribution or proportion when an enterprise is established. Although this capital system is not as flexible as authorized capital system, it is higher than paid-in capital system, and the legally binding system is lower than paid-in capital system and higher than authorized capital system. China's foreign-funded enterprises implement the eclectic capital system.
The role of the capital system:
1. is conducive to the normal opening of banks and avoids the emergence of "shell banks" and "shell banks"
According to the basic principle of industrial and commercial enterprise registration in China, the establishment of an enterprise must be paid-in registered capital, which is the so-called legal capital system. As a financial enterprise, commercial banks must subscribe for capital at the beginning of their establishment.
2. It is conducive to protecting the interests of creditors.
For general industrial and commercial enterprises, the state strictly implements the project capital system and the fixed assets investment capital system, requiring that the proportion of project investment and fixed assets investment in the total investment should reach the legal proportion, otherwise construction cannot be started, so as to form a risk-bearing mechanism for interests (investors and creditors), ensure the normal progress of the project and safeguard the interests of various creditors and lenders, including banks. For commercial banks, it is also necessary to establish a risk sharing mechanism. When carrying out credit and investment projects with large capital requirements, it is necessary to allocate a corresponding proportion of its own capital to share the risks.
3. It is conducive to reducing the operational risks of banks, restraining bank operators from engaging in credit and investment in high-risk areas, and promoting a virtuous circle of bank funds.
According to the requirements of the New Basel Capital Accord and 1996 "Monitoring Indicators for Asset-Liability Ratio Management of Commercial Banks" issued by the People's Bank of China, the development of various off-balance-sheet assets and non-assets businesses of banks must have a corresponding proportion of capital support, otherwise the financial supervision department will intervene. If commercial banks want to continue to operate, they should either increase capital or reduce high-risk credit and investment. The capital system can restrain the irrational expansion of banks. In addition, the capital system is also beneficial for banks to change their operating mechanisms, improve corporate governance structure, improve the efficiency of capital utilization, and strengthen the incentive and restraint mechanism of capital.