companyCredit contains rich contents, mainly including capital credit and asset credit.
Capital credit refers to the value of the company's registered capital.Capital credit is the initial credit of a company, which is static and unchangeable.
Asset credit refers to the actual value of the company's assets.Asset credit is a companyDurationIts credit is dynamic and changeable.
protective measures
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Coordination and balance of "people"
It should be pointed out that the category of "people" here should be defined asCorporate governance structureAll the interest subjects in the are from a single natural person.Why does the protection of corporate credit depend on the coordination and balance of various interest subjects in the corporate governance structure?The reasons are as follows:
(1) It is determined by the nature of the company.The company has acquired the legal person status according to law and enjoys rights and obligations in its own name in commercial activities.But after all, it cannot consider problems and deal with things like a natural person, but depends on the organization composed of natural persons to make decisions.Therefore, in a certain sense, the more credit the company officials have, the more credit the company has;On the contrary, the lack of credit of the members of the organs of listed companies will directly lead to the lack of credit of listed companies.
(2) The company is characterized by its sociality, that is, whether the company has credit is not a decision made by a single member, but a decision made by an organ composed of multiple stakeholders.Such an organ is the corporate governance organ;Such a decision is corporate governance.The so-called effective corporate governance should be the unity of the efficiency of the company's operation and effective supervision. Obviously, efficiency and supervision are the basis of the credit of listed companies.
(3) The goal of corporate governance is closely related to improving corporate credit.The members of the company's organs include shareholders, directors, supervisors and managers. Their behavioral interests and goals have two sides. On the one hand, they have their own behaviors to maximize the company's interests.If the behavior of the members of the company's organs does not pursue the realization of the company's interests, or even damage the company's interests, it will inevitably lead to the company's dishonesty.Therefore, if the company lacks good internal governance, its credit will become a castle in the air.
Thus, the coordination and balance of interest subjects in the corporate governance structure is shown as corporate credit, and vice versa.The coordination and balance of all stakeholders is corporate governance.
Enterprise credit
Good corporate governance will inevitably improve the company's credit, and the defects of corporate governance will inevitably lead to the company's dishonest behavior. Improving corporate governance will effectively prevent the company's dishonest behavior.Therefore, to improve corporate governance is to protect corporate credit;perfectCorporate governance structureIt is the foundation of the company's credit.Based on the above discussion, it is necessary to pay attention to corporate governance and its improvement.
Double shields of "capital" and "assets"
The company's credit performance is in the performance of obligations and solvency. Obviously, its solvency fundamentally depends on "capital".The concept of "capital" is often limited to "capital" in our traditional company law.
“capital”Capital maintenancedoctrine of unchanging capitalandstatutory capital system。Jointly builtcapitalcredit system And the concept, cultivated a generation of Chinese hostage Pu's capital credit awareness, and established a simpleCredit criteriaProfessor Jiang Ping once pointed out: "Now enterprises are enterprises that take capital as credit. Therefore,capitalCredit is the soul of capital enterprises. ""From the perspective of the company's development history, what the company regards as its credit is the main division standard of the company typecapitalAs a credit company, it is the most essential feature of modern companies developed in modern times. "
From legislation to judicature and even the whole company law, China's company law has shown a distinctive and consistentcapitalCredit concept and legal system.However, at present, this concept and legal system are faced with major challenges: first, in thecapitalSystematically, it is believed that it should be abolishedstatutory capital systemInstead of miningAuthorized capital systemAnd lower the threshold for the establishment of the company.
Secondly, the company'scapitalThe system itself questioned that static capital could not ensure the solvency of the company and could not determine the company's credit. On the contrary, the company's credit should depend on the credit of dynamically changing assets, and should shift from the determination, maintenance and unchanged of capital to the structural analysis, flow monitoring and rationality determination of existing assets,From the original amount of solid property to the actual debtSolvencyorAbility to pay。
Capital and assets
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executive summary
capitalCredit and asset credit are not contradictory, and the company should continue to adhere tostatutory capital system, CompanyDurationThe company credit should depend on the asset credit.
Adopt legal capital system
Because anyCompany capital systemOnly on the basis of certain social credit can it operate normally, and the two capital systems have different demands on social credit mechanism:
①statutory capital systemIn essence, it provides a legal expectation for creditors' claims through the design of the system itself, or establishes a credit mechanism among shareholders, companies and creditors.The purpose of designing this system is to establish a system ofcapitalThe social credit mechanism, which is a link, has a low demand for social credit mechanism.
②Authorized capital system。In essence, it allocates the risk of preventing limited liability to corporate creditors.The risk of limited liability is eliminated through other social credit mechanisms.Therefore, the authorized capital system has a high demand for social credit mechanism, which is difficult to operate without a sound social credit mechanism.
③ China is currently in an era of credit shortage,Market economic orderChaotic, and no perfect social credit mechanism has been established, such asAuthorized capital systemThere is a huge incentive for shareholders to use corporate personality to cheat creditors.thereforeAuthorized capital systemIf there is no sound corporate organization system, it will not help the generation of social credit mechanism, and from a certain point of view, it will create a new societyCredit crisis。Therefore,statutory capital systemIt is still in line with China's national conditions, but it should be improved.
Adhere to the statutory capital system and simultaneously adopt asset credit
Capital creditCompany establishmentThe initial significance is particularly striking. Capital is a static symbol, which is almost unchanged except for capital increase or capital reduction“statutory capital system”For companies in the era of credit shortage, it is more conducive to the protection of corporate credit. For example, if the legal capital system is abandoned and "capital credit" is no longer attached importance, it is likely that the company's credit degree is questionable from the beginning of its establishment.
Moreover, China has not established the "personality denial system" at present, and there is no corresponding relief after the event, which is very detrimental to the protection of creditors' rights.Therefore, in theCompany establishmentAt the beginning, its credit depends on capital credit, which is also the necessity of China's current national conditions;After the establishment of the company, "asset credit" gradually emerged in the business process.
Because the assets of a company are a dynamic variable, with the profits or losses of the company's operation, its assets are changing every moment.Therefore, in the later operation process of the company, it is inappropriate to take the fixed capital as the yardstick of the company's credit.
At the same time, the company's assets play a more important role in the company's credit for the following reasons:
First, the company takes the limited liability of shareholders and the independent liability of the company itself as its fundamental legal characteristics, and the so-called independent liability of the company is to be responsible for its debts with all the assets it owns. The scope of the company's external liability depends on the assets it owns, not on the registered capital.
Second, there are two sources of company assets, one is the company'scapital；The second is external liabilities.The company's profits and asset appreciation will make the company's assets higher than its liabilities, while the company's losses and asset depreciation will make the company's liabilities higher than its assets, resulting in insolvency. The dynamic nature of assets can better reflect the level of the company's credit. Therefore, the company's business process should be based on asset credit.
From this, we can see that the protection of corporate credit should be based on“capital”Based on the two shields of "assets".Where, inCompany establishmentShould adhere tostatutory capital system；In the business process of the company, assets should be taken as the credit basis.[1]
