资本三原则的逻辑构造与重新审视

A study of the logical construct of the three capital principles and its review

资本三原则是为弥补有限责任制度的缺陷、保护债权人而创设的。但随着中间证券如可转换公司债、可回赎优先股等的创新,资本三原则的逻辑体系已动摇,不适用经济生活现实的刚性,使之成为一种过时的立法表述。应当从整个法律体系,而不局限于资本制度的角度寻求新的债权人保护观。

Three capital principles were designed to make up the deficiency of the limited liability system and for the protection of the creditor＇ s rights. However, with the emergence of intermediate securities such as convertible security and returnable preferred stock, the logical system of the three capital principles has been shaken As a result, the three capital principles have turned out to be outdated legal expression for their rigidity is now incompatible with the economic reality. We should now seek protection of the creditor＇s rights from the perspective of holistic legal system instead of the capital system oer se.