Non-monetary contribution of property registration: Legislative Conflict and System Construction

Summary: <<Law>> entity provisions to give shareholders a greater investment options, shareholders are free to choose non-monetary property investment, registered investment company set up by the company yet to be established, "<Company Registration>> For non-monetary contribution to the establishment of the relevant procedural provisions of the company, and <<Law>> conflict and non-phase, linking, resulting in the practice of industrial and commercial registration confusion and conflict of Laws. for the confusion, the proposal of building a quality registration system, giving the establishment of quasi-property rights in the company to address the practice of African monetary contribution of property registration embarrassing predicament for the first time, promote the formation of fair market mechanisms to improve market competitiveness, promote economic development.

Keywords:: investment registration / non-monetary property investment / pledge registration system

Between strangers in pursuit of the market is trading in the interests of an economic interaction is an important subject in the market economy, the importance of the market economy is far greater than natural, but natural person different from the individual is born, in a societies, the individual is an entity, it is the people, and the company entity as a legal fiction, ability and capacity of their rights and the Law is closely related to the relevant legal provisions of the corporate establishment, modification, extinction procedures. Company means that investors can set up to trade can be effectively immediate use of business opportunities to bring their own interests, it can be said, who can as quickly as possible to pArticipate in corporate transactions, who can quickly grasp the opportunity to play to create wealth role, and the company in order to play a role in running the economy, market access mechanism plays an important role, not a legal "person" can not pArticipate in market activities. the company is set up to obtain a business license premise, and the need for companies to obtain business license registration, the registration money for the registration process there are no problems in practice, rather than the financial contribution of money but because the company between the system and registration system does not converge, resulting in non-monetary contribution of property, in theory, system design beautiful, but in practice it does not work. This financial contribution from the non-monetary practical predicament of the registration paper puts forward three options to resolve this confusion by comparing the final choice of the creation of pledge registration system in order to resolve the contradictions in practice, This is a non-monetary contribution of this paper, the significance of registration.

First, the non-monetary contribution of property Law
October 27, 2005 the Tenth National People's Congress eighth �λ����޶� New "<Law>>, according to New" <Law>> requirements, established companies have to go to company registration authority, the company registration authority shall issue the business license date of establishment of the company, "<Law>> twenty-seventh bar to the manner authorized by provisions of contribution to give shareholders the right to choose:" Shareholders may contribute cash, in kind, intellectual property, land use rights and other currency valuations can be used and can be transferred according to law the property of non-monetary capital contribution, however, laws, administrative regulations do not, except as property investment. "twenty-eighth be further clarified the obligation of contribution by the shareholders:" Shareholders should full payment schedule specified in the Articles of association their subscribed capital contributions. shareholder capital contribution in cash, deposit the full amount in cash should be invested limited liability company to open bank accounts, investment in non-monetary property, it should be according to law procedures for the transfer of their property. "In order to ensure the certainty of capital, to prevent the property value the uncertain contribution to the possible risks of the company, the State Council in December 2005 revised 18 <<Company Registration>> Article XIV Youyi prohibition can not be the way to set out the scope of investment: "shareholders shall not labor, credit, natural name, goodwill, franchise or a security of property and other capital contribution." contribution is not in place to prevent or eliminate false capital contribution, "<Company Registration>> Diershitiao limited liability company established on the application to non-monetary contribution shall be submitted to the company registration authority to make the paper states:" The shareholders of the first non-monetary contribution, he shall set up in the company submit the registration procedures for transferring the property documents. "<<Company Registration>> application for the establishment of twenty-one pairs of companies limited by shares accordingly provides that:" the sponsors for the first time a non-monetary property investment, when the establishment of the company shall submit the procedures for transferring the property documents. "Considering New" <Law>> provided in kind, intellectual property, land use rights as capital contribution of non-monetary property, the other can be valued in monetary and may be transferred to non-monetary property, appraised the situation is more complex regulations make clear the registration of such methods of contribution authorized by State Administration for relevant depArtments under the State Council [1].

Second, the non-monetary property, the legal system funded entity conflict with the company registration system
System of company registration with the Companies Act as an important force in supporting the system, non-monetary assets invested in the design of the system <<Law>> allow its contribution in the form, and registration department has refused to register the conflict from the provisions of company law and registration system does not converge.

"Above <Law>> entity financed provisions give shareholders a greater right to choose, they do not violate the law, administrative law prohibition, select the manner in which the legal rights of the shareholders investment. This is the system of the company from abroad advanced results to improve the system of competitive advantage in the capital system's major breakthrough and change. but <<Law>> supporting the implementation of laws and regulations <<Company Registration>> about setting up a company funded by non-monetary provisions of the procedures, but and <<Law>> conflict and non-phase, linking, not only is not true to the shareholders to choose the convenience and joy of contribution, nor to bear the heavy responsibility of registration and supervision of the administrative department for Industry and commerce easy to bring the technical level , resulting in the practice of industrial and commercial registration confusion and legal conflict.

<<Company Registration>> the original intention of the above provisions is good, but can not withstand legal scrutiny. In the application stage of establishment of the company, shareholders or promoters is to be funded by the subject of a pending legal confirmation is a legal not yet been established on the "pregnant students" in the subject, as a "fetus" is not an independent legal rights and assume legal obligations. At this point, shareholders or promoters contribution in non-monetary property, to submit for its documents the procedures for transferring property rights, in addition to machinery, tools and other in-kind business, other investment such as real estate, land use rights, intellectual property, shareholder or sponsor is not possible to obtain the procedures for transferring property rights documents. As transferee (ie, whether the proposed company normal "birth", is still in the state can not be determined, as real estate, land management, the State Trademark Bureau, the Patent Office according to a property can not be transferred to a legal subject has not been established. <<Ordinance>> XX, twenty-one non-monetary contribution is actually set up a shareholder or promoter submit "the law can not" obligations of the application documents. according to <<Ordinance>> option to the above provisions are "blunt to "become a can not choose right, the shareholders of non-monetary assets and intellectual property as an investment not eat the" hanging over his head on the cake. "<<Company Registration>> The relevant provisions can be deprived of disguise shareholders or the promoters of non-monetary contribution autonomy.

The provision not only to shareholders, the promoters to bring the law to understand the confusion and inconvenience of actual investment, but also to be specifically responsible for the registration of industrial and commercial Administration and operation of the inconvenience caused confusion. "Implementation of the law is the law of life" [ 2], the non-monetary property, the legal registration of the practice lost its basis for existence would be empty.

Third, choose the path of conflict resolution
Funding for the registration of non-monetary property, the process of the confusion, the author proposes three solutions: 1, registered from the commercial point of view: the introduction of qualifications and legal personality of the company's registration breakdown of a system to solve the practice puzzle, 2, directly prohibits non-monetary contribution of property for the first time, 3, build quality registration system. These measures in solving the puzzle in the process, how to play what role? which is the most fundamental and effective? be weighed against the argument of their analysis of the author to get a best path.

(A commercial registration from the point of view: the introduction of corporate qualifications and management qualifications disaggregated to establish a system to address the practice of registration confusion
China's current business registration has a dual meaning: on the one hand, the qualification given to registrants, on the other hand it has a legitimate business capacity, the main qualification eligible for registration with the business are one, two qualifications are reflected in a <<Business License>> on both a commercial business license of the qualification certificate, the main business is commercial qualification certificate. this legislation into one of the business registration model, by some scholars as "unionist" legislative model [3 ], in fact, the main commercial and business qualifications are eligible for two different types of qualification eligible for registration means that the main subjects in commercial law "born", and business registration means that the business subject to obtain the right to operate a particular Industry. [ 4] business does not mean the loss of eligibility qualification of the loss. for the business license and qualification of the relationship between the company and in this regard, the business sector and the legal profession there are different understanding of the long-term industrial and commercial business license issued by the authority that confirmed the establishment of the company, the company's operating license qualification and performance qualification of the form and proof of [5], which brought to the judicial practice of the inconvenience of operation, which means the loss of business eligible for the loss of the qualification allows revocation business license is likely to be a legitimate tool for companies to avoid debt, the Supreme Court specifically approved for such issues to make that business license revoked after the company still has the main qualification. the Supreme Court's approach is tantamount to remedy the situation, to solve the main exit of the market mechanism does not solve the market access for non-monetary contribution registered confusion.

The above analysis and practice of law in conflict and confusion arising from the root cause is the application for companies to set up the registration stage, the shareholders or promoters Ni funded by the company is recognized to be the main proceedings, does not yet exist. I think we can modify the existing registration system, modeled on Hong Kong, Taiwan and commercial registration system, [6] will be registered in the qualification and business qualifications of separation [7], property registration as a business eligible for the establishment of conditions, in the main qualification is established, then the shareholders of the Company for property registration in order to obtain a business qualification.

However, this separation will make the practice of registration of complicated registration procedures, the lack of flexibility and profitability, market players are not conducive to effective business management. Company registration should focus on efficiency, determine the two certificates from the legislation is no doubt means that they an increase in the proceedings, easily lead to the company registration process too cumbersome, and easily lead to abuse of this industrial and commercial administrative organs of the rights of two certificates issued by corruption, the right to rent-seeking is likely to open the door for business.

(B directly prohibits non-monetary contribution of property for the first time
The extent to which industrial and commercial registration authorities registered non-monetary contribution reflects the registration authority to intervene in the transaction relative to the protection of the interests considerations. Non-monetary currency as investors could not "realistic" to belong to the company, even if the money invested in the company setting up a company the case of bankruptcy appears also to maximize the relative protection of the interests of this part of the money used to compensate for property losses relative to maintain the most basic market order. This "security" from the money deposited to the designated bank "is" attributable to property in the form of company, so for non-monetary contribution, due to its external features, and the uncertainty of the assessment process, guidelines for departments in the market access work checks, the direct ban on non-monetary registered investment property for the first time, in fact, in practice, limited industrial and commercial sector is also Yigai the first non-monetary contribution of property registration. This practice is unscientific, while it can solve the Regulations Governing the Registration Act and the conflict, but also to prevent non-monetary contribution is "false" and maintain a certain market transaction security, the efficiency of the market economy is based on the primary value, not over all with a focus on safety and abandon the system of insecurity, we need to change a traditional concept: that measures to restrict access to the main body is not equal to this part of the body to "into Nothing" [8].

From the basic objectives of the Company Law Amendment and value point of view, the practice of business management practices on non-monetary contribution would be contrary to encouraging investment in promoting enterprise development and corporate prosperity and improve the competitiveness of companies and social legislation mind. The company as a for-profit organizations, investors can choose an equity investment vehicle, the most basic function is to obtain economic and social return on investment, raising operating funds and the implementation of scientific management, which determines the design of company law system is the company's mission and purpose behavioral norms and legal relations within and outside the company to adjust, encourage investment, promote enterprise development and corporate prosperity while taking into account the interests of creditors, security, balance between the companies to participate in potential conflicts of interest. [9] non-monetary contribution limits Registration is the first public intervention over the right of the main, it makes non-monetary market investors can not participate effectively in activities detrimental to the interests involved in the main win-win.

(C build quality registration system: registration of non-monetary property, the best choice for investment
New <<Law>> In order to promote investment by installment system [10] and reduce its registered capital to reduce the amount of the investment threshold of social subjects, however, funding for non-monetary property transfer procedures to handle the property should the corporate The establishment of the premise, or because there is no registration of the main property and can not register, resulting in installment system to play the role of the space is small, this part of the non-monetary assets due to inability to handle the transfer of property rights can not be the first contribution, only the establishment of property rights before the registration can be transferred only with the first phase of non-monetary capital investment conditions.

Such legislation and practice of conflict increased shareholder or sponsor the establishment of the capital costs and time costs, is not conducive to the main market access, market players can not make timely decisions to grasp business opportunities and create wealth, but also makes use of resources efficiency is reduced, it is less enthusiasm for the pursuit of interests, "the struggle for all people, all with their interests." [11] "It is human society, individually or in groups, seeking to satisfy a desire or be required , so people in the adjustment of the relationship between people and organization of human behavior must take into account that desire or require. "[12] Based on this, I believe that the system can be modeled on the real estate sale, building a new business registration system, that this paper is to explore the pledge registration system to stimulate the potential market players to play the enthusiasm to create wealth and create value.

I mentioned the quality of registration is a legal time limits, belongs to business registration. Commercial Registration includes two: one for the right set of registration, which register with the creation of such rights or legal relations between the main effect of the other species declaratory registration, registration of a declaration of the rights of such effects, but are not registered has no effect against third persons. [13] This article is designed based registration of the pledge is a right of registration, it refers to the company the status of legal personality is not carried out under the formation of the given quasi-property company set up in the registration, the registration of the content recorded in the register book. for the registration of the pledge, business registration office shall strictly examine the methods used to require non-monetary property investors In the registration of the pledge must provide proof of their right to dispose of the relevant documents to ensure the security of transactions and reduce disputes.

Western proverbs says: "the right to require relief, otherwise worthless," registration of the pledge given to the company to prospective property, to address the main company registered before the establishment of non-monetary confusion, but the market transactions are complex, there are unscrupulous behavior requires regulation of the non-monetary property investors need to distinguish, 1, investment property, flawless, that is funded to provide the funding of their own lawful property, registration of the pledge and then dispose of the property without permission to a third person. this , the third person not entitled to dispose of the case that investors are still the transferee may be presumed to bear the adverse consequences of its resources, the law shall not be protected. However, when the transferee if the third person to do their duty of care transactions still can not know the investor right action, because the non-monetary assets in the possession of movable property is presumed to effect third party can not be more demanding duty of care, [14] at this time should be protecting the interests of a third person, based on this, can be designed to: the quality of registration and registered after the announcement, to antagonize the effect of the third person, but the third person has legitimate reasons that she did not know, except .2 company registration, investment property is defective. is that the so-called investor-owned property, property defects All non-investors or mortgage or other property has been set, the registration department of registration did not find a substantive review of the case of defects, maintenance of market transactions from the perspective of security, recognizing the establishment of the pledge registration of property defects, which result in real rights damage to persons borne by the investors.

Separation of the main qualifications than the qualifications and business practices to resolve the conflict, the creation of pledge registration system to simplify procedures, speed up transaction speed, increasing the volume of trade, thereby contributing to economic development is to solve the puzzle of non-monetary property, the Best Choice of the registration .

Fourth, the effectiveness of the quality of positioning system design
Pledge for the design registration system, I believe that the establishment of Sino-African monetary property company registration of the pledge should have the following legal effects:
(A security company a request by the investor about the effectiveness of delivery of property
Physical capital in the company set up in the pledge registration, registration of the pledge is that the main role, the registration of the pledge after the company's property to have an effect against a third person, then the implementation of the investor's disposition to prejudice the company when property rights null and void, the third party can not for the good of the defense, thereby protecting the company to achieve a stable property.

(The two companies failed to establish the effectiveness of protection of trading partners
Has not established a register of debt makes the company as a quality property in a safe state in order that trading partners will not be punished for illegal contributors and their bona fide third party claims against the company at risk of state, to protect their achieve debt claims, the claims relative to trade the investor will not eliminate the illegal action and the responsibility of the property affected by the company, even when investors fled ��� trading partners can reduce the losses to a minimum.

(C announcement effect
Registration of the pledge of property to potential investors who have a third role of mass publicity, so that people know the house has been the third company, the company's property rights protected by the registration of the pledge, the exclusionary effect of property rights in business license before the company registration, the third one may not know the quality of registration on the grounds of the defense in good faith. Thus, warning people not to prejudice the third quasi-property behavior of companies and third party transactions prompted the laws of this property risk, so as to protect the transaction security.

(D overall effect
The effect of registration of the pledge not only to preserve the company the right to claim of the right of such entities, but also because it can preserve the right to pick this request, that because of the quality of registration has the exclusive right to make the request right after the effectiveness of the registration order. <"German Civil Code>> Section 883, paragraph 3, to transfer a right to request the object of the right, pick the right quality at the date of registration to be determined. <" Japan Real Estate Registration Law "> s Article 7 provides that the registration of false registration overall pick by determined. If the company A in the registries for the registration of the pledge, the shareholders of the property mortgaged to the bank B and C for the mortgage registration, A property is the first priority, get a mortgage rejection C, during the time of registration may request cancellation of the C's mortgage.

(Five quality registered disposition effect among
In addition to these four effects, the need to clear out the quality of registration among disposition effect. The middle of disposition, the company is registered before the establishment of the contributors to the prejudice of the company for the property disposition. The subject of the special nature of contributions in kind the one hand, allows companies to quickly set up, it can also play a financing effect, the use of its resources to achieve the maximum benefit for the interests of both parties to maintain the balance between ends and means, I believe that the disposition effect should be taken to be determined, said that is, in the quality of registration, capital punishment still be the only person in the company and the third between the quasi-property rights in the prejudice within the company, the investor's disposition is invalid.

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(A registration system for efficiency and quality of security value
1, the efficiency value. The quality of the registration system to allow non-monetary for the first time investors set up companies, compared to limit its registration practices, it is clear the output of the former than the latter created to meet the efficiency [15] requirements. Company Registration is the "production" company rules, the company is the most important in modern society is the most important market players, are the main creators of social wealth. In a certain sense, can be said that the sum of the wealth created for the sum of social wealth. Therefore, pledge registration system quickly from a sense for the community, "production" as much as the creators of social wealth - the company.

2, the security value. Maintain transaction security is the primary value of the function of the law, as Hobbes said: "Human security but supreme law" and Ezra Pound and from a historical perspective to people's understanding of security summarized as Four: The original phase of the security law that the law exists to maintain a certain social peace, the ancient Greek sages who will maintain the status quo as social security law, the Renaissance, the security focus on how to protect a human rights, modern jurists no longer stay in the individual natural rights or the level of free will talk about security, that security is no longer the maximization of self-advocates, but to meet the maximum demand. [16] the main level of the market not only human including individuals but also organizations, countries, therefore the construction of the system should also take into account the safety of individuals and groups, taking into account personal safety and security of society as a whole. Bingzhe pledge registration system has been this idea is full of investment risk in the market environment quasi-property rights conferred under the effect of the company can make to minimize the risk of social transactions, reduce fraud, and the market for trading on the main stakeholders to provide maximum security guarantees.

(Two practical value of the quality registration system
Discussed above, some may think the shareholders or promoters can be paid in installments or change the registration of non-monetary contribution to achieve their rights, that is the basis <<Ordinance>> provides may not be the first registration of land, real estate, intellectual property and other non- monetary contribution, to be established by the incorporation of the company and then paid in installments or a capital increase through the change of registration to non-monetary contribution, "<Ordinance>> the provision does not affect the substantive rights. This" Quxianjiuguo "seems reasonable on , but in reality there is no reason. First, repeated violation of this circuitous <<Law>> legislative intention and legislative concepts, if the "belated justice and injustice," then the law should have the right to become a "watered-down rights "is also unfair on law enforcement. second is a violation of its own investors will want to change the registration stage or way of funding the non-monetary property investor as the investor is the act of self-determination can not be tampered with because the Administrative Procedure forced its original meaning, At the same time this also increases the shareholder or tampering with the establishment of the fund sponsor costs and time costs, third is to increase the cost of industrial and commercial administrative organ registration. In addition, "<Ordinance>> only provides for the registration of non-monetary assets are required to submit procedures for the transfer proved the need for change of registration certificate submitted for transfer are not clearly defined procedures, "law does not need to succeed", if the change does not require registration, then the registration request for the establishment of the significance of how in it?
From a competitive perspective, the market economy requires the equal status of market players, competition, equality of opportunity, the market economy is the core of the main independent rights of autonomy. The quality of the registration system, with full respect and reflect the diversity of investors in investment freedom, and more who are eligible, have the ability to set up companies to be more tolerant and open attitude to stimulate and encourage the field of non-monetary contribution to enter the market, the real diversity of capital established by the blood of the modern enterprise system. a registration system for improving the quality and maintain a fair competitive market mechanisms. to allow registration of non-monetary contribution for the first time investors to enable them to investors like money, like, equitable participation in the market environment. different forms of capital is possible to respect other private investors, while the main maximize its profit function, all investors can fully participate in the competition, efficient allocation of resources to help the fair and orderly market environment.

From the perspective of profit, the company is a tool for investors to profit, investors wishing to specific business activities through profits, and investors that it is rooted desire and motivation among the investors in the funds to switch to production capital capital when they want to proliferation, and proliferation to achieve depends on the establishment of the company, from this perspective, the company's existing investors a tool for significance. restricted the registration is the first non-monetary contribution limits in this part of the investors profit of the rights, stripped of his wealth creation tool, repressed desire and motivation of its investment, in addition to complex and difficult business environment, a thorough understanding, in such an environment, the investor is often necessary to seize the business opportunities to make business decisions quickly, but For companies in terms of the unborn, to make this decision because the company did not set up can not get a business license, will hinder the company's business activities, business opportunities for the delay, inhibit economic activity, to the detriment of the interests of society as a whole, so the establishment of a quality registration system is to give all donors to invest in non-monetary wealth creation tool, the release of its repression, is conducive to development of market economy. the quality of the design is also reflected in the registration system "to encourage investment, encourage entrepreneurship, promote the development of" thinking. "Company" in human history a remarkable invention that will like-minded individuals and have different abilities together, through the company's internal systems - to achieve the charter division of labor and cooperation between individuals to complete the work difficult to complete a single individual, thus promoting the rapid development of human Civilization. Therefore, only when the "Company" easier for the tool used by the individual, the individual can play a better role, thus promoting the prosperity of the whole community. [17] an additional pledge registration system way to relax restrictions on investment to shareholders and the proportion of intangible property, the strict requirements of investors can have more potential business opportunities to enter the market. to make the investment behavior of various investors to be encouraged, affirmed and encouraged to make full use of a variety of investment resources, various forms of investment and open up investment channels, to the pursuit of operational efficiency and effective use of market mechanisms, "from the Civil law and common law and technology law, company law legislative analysis, the proportion of non-monetary assets, to expand options trends and the trend will follow the trader. "[18] The establishment of the system has its practical and theoretical significance.



Conclusion:

Not only its own laws, law-making well, change well, but need to do better. On the registration of non-monetary property, whether it is from the company's improved market access system, or from the settlement of industrial and commercial registration confusion, all meaning significant. but because of limited space and capacity, I only put forward the principles and general concepts and the effectiveness of a theoretical superficial analysis, hoping the role of better ideas, or arouse our sympathy, making the field theory been developed to solve some problems of judicial practice.

Law changes to borrow expert Professor, China University of Politics A Critical sentence: "In the context of global economic competition, national economic competitiveness is not only the products and market competition, to some extent the system is more important competition, the rules of who is who will be better, who's an advantage, who for the growth and economic development, enterprise development, to provide the most room and superior environment. "We do not only in the physical system level, in order to encourage investment to set a sufficient body of tension bow, while supporting operations in the program set a stretch full bow, to enhance economic efficiency and social wealth for the purpose of promotion to meet the community's attention to market economy, promote the development of productive forces as the fundamental starting point , so as to complement the economic strength of the arrows fired at a faster rate of target and narrow the gap with the international economy.

Notes:
[1] <<Company Registration>> Article XIV of the shareholders in money, kind, intellectual property, land use rights of property other than capital, and its registration shall be formulated by the State Administration for Industry and relevant departments under the State Council.

[2] legal norms is a possible requirement to make that possibility into reality, to truly implement the laws and regulations must be made to the social relations and human behavior, this is the realization of the law.

[3] Jiang Daxing: <<Law of the expansion and evaluation>>, Beijing, Law Press, 2001 edition, p. 348.

[4] will be eligible to be registered with the business registration body into one of the registration mode, making the regulatory control of the operating capacity at the same time, unduly limit the freedom of Industry and commerce, violating the right to freedom of the individual industrial and commercial activities.

[5] Jiang Zhu, director Liu Lanfang editor: <<Law Frontier THEORY AND PRACTICE ">, Law Press, May 2009 1st edition, p. 40.

[6] Taiwan, China, the company except by the "ministry", was established to grant licenses issued, the Urban County Government yet to issue business registration certificate. The purpose of business registration certificate is to enable the company to obtain a tax registration, As a tax basis and the control of one of the ways the Industry. In Hong Kong, the company registered the first founder of the company or its authorized agent to the house of the Hong Kong Companies Registry for registration application, and then by the Registrar of Companies and the Memorandum of Association articles of association and registration certificate of registration issued to the company, the company legally established.

[7] in May 2004 accession to the WTO, held in Suzhou Commercial Registration legislation seminar, a famous jurist, Professor Jiang Ping to legislative proposals of business registration are also mentioned, "may wish to separate from the qualification and business qualifications." So sort out various complex commercial transactions, the relationship between the main mechanism of the market is conducive to the establishment and improvement.

[8] to a company established itself in practice to saw a "one foot in mind that" the phenomenon.

[9] Wang Baoshu: <<Transformation of Company Law MODERNIZATION ">, Social Sciences Academic Press, April 2006 1st edition, p. 65.

[10], such as <<Law>> Article 26 provides that all shareholders of the company's first contribution no less than 20% of the registered capital shall not be less than the statutory minimum registered capital, the rest of the establishment of the company by shareholders 2 years from the date paid, an investment company can be paid within 5 years.

[11] Marx and Engels's book: <"Marx and Engels Collected Works>> l-volume People's Publishing House 1963, p. 82.

[12] I Pound U.S. ��book: <<social control through the law - the law of the task>>, The Commercial Press 1984 edition, p. 81-82.

[13] Jiang Daxing: "A Study of qualified shareholders", containing <<Commercial Law FORUM>> Volume 3, Jinqiao Culture Publishing Co., 2001 edition, p. 436-437 pages.

[14] for non-monetary investment in real estate, there is no malice of good points, because the disposition of property, registration is required, and registration process can register the property has access to the registration of the pledge.

[15] as a basic category of economics, efficiency is the input from a given volume to obtain the maximum output with minimum consumption of resources that get as much efficiency.

[16] Bodenheimer: <<Jurisprudence - the philosophy of law and the method> "(in translation, the Shanghai People's Publishing House, 1992.

[17] Zhang Hui: affordable, then nothing successful method of <<Company Registration>> ideas and changes to the main content, self-contained industrial and commercial Administration in January 2006.

[18] Yao Zhanghong: <<On the issue of intangible assets in equity >>,<< Law> "-2004 No. 7.

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