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新修改后的《公司法》在第27条规定:“股东可以用货币出资,也可以用实物、知识产权、土地使用权等可以用货币估价并可以依法转让的非货币财产作为出资。”该条款放宽了股东出资的方式,引发了我对于债权出资的思考。我国公司法历来崇尚资本,保护债权人,对股东出资形式要求甚严,为何会出现对股东出资形式的放宽?追溯债权出资的过往,中国对债权出资由否定,到暧昧,再到如今的默许和明朗,体现了观念上从资本信用到资产信用的转变,在立法上自由与管制之间的契合。借鉴对域外债权出资立法的学习明白了此次修订的迫切和必要。但同时也看到了我国现行立法的不足与空白,修订之后,新法已实施近五年之久,债权出资的许多问题也频频出现,亟待解决。
The newly revised “Company Law” stipulates in Article 27: “Shareholders can use their currencies to make their own contributions or they can use non-monetary assets that can be valued in monetary terms, such as physical assets, intellectual property and land-use rights, and that can be legally transferred.” "This article relaxed the ways of shareholder contributions, triggered my thinking about the contribution of debt. China’s corporate law has always advocated the capital of France, the protection of creditors, the form of shareholder funding is very demanding, why there will be a relaxation of the form of shareholder funding? Traceability of debt financing in the past, China’s denial of debt to funding, to ambiguous, and now acquiescence and Clear, reflecting the concept of capital from credit to asset credit changes, the freedom of the legislative and regulatory fit. Studying the legislation of extrabudgetary creditor’s rights investment learned the urgency and necessity of this amendment. However, at the same time, it also saw the shortcomings and gaps in the current legislation in our country. After the revision, the new law has been implemented for nearly five years. Many problems concerning the creditor’s rights contributions have also appeared frequently and are in urgent need of solution.