论公司转投资的法律规制

Legal Regulation of the Corporate Reinvestment

转投资是公司重要的经营方式之一,但也可能带来负面效应,如资本虚增,控股公司将从属公司作为规避法律、逃避债务的工具,经营者控制公司,债权人或小股东利益受损等。国外立法对转投资的规制措施可分为事前规制与事后规制两类。我国新公司法对转投资的规定较旧公司法有明显进步,但仍存在缺乏转投资披露制度、缺乏相互持股限制和关联公司制度等不足,应进行补充完善。

The reinvestment is one of the important corporate business operations, meanwhile it may bring some negative effects, such as the capital-nominal-increase, the abuse of subordinated companies as the tools to escape debts or evade laws by the holding companies, the control of companies by the managements, and damages to creditors or minority shareholders. The overseas legislations on reinvestments include two types： the pre-regula- tions and the after-regulations. The provisions on the reinvestment of the new China Corporate Law has made big progress compared with the old version, but there are still some defects, for example, the lack of the reinvestment disclosure system, the limits to the cross shareholding, and the affiliated company system, which should be sup- rde, mantad and imnrovad.