不动产证券化初探

Preliminary Investigation of Real Estate Securities Turning

不动产证券化是20世纪60年代产生于美国的一种经济和法律制度,其主要是通过特定主体将不动产物权和与其相关的债权整合为资产群,再委托特定机构将其拆分为小额股权或债权,并就此发行股票、债券或受益权证书等有价证券,直接向社会募集资金,最终以经营该资产群收益的现金流为基础,满足各方的利益需求。这种方式在资源极度稀缺的今天,对充分发挥不动产的高价值性、解决不动产的不可流通性,具有十分重要的理论和现实意义。我国欲实施不动产证券化,必须深入研究美国不动产证券化各类型及结构之法律要件,探究其与我国法律体系及制度的契合性,同时,对我国现行的民商事主体制度、物权和债权制度、证券发行和交易制度、破产及破产隔离制度等进行改革和完善。

The real state security turning is a kind of economic and legal system produced in 1960s in U. S. A. Its main content is to integrate the real estate right and its concerned creditor's rights into the capital group by virtue of special subjective body; again to entrust special structure to divide the above group into small amount share right or creditor's right and with these to issue negotiable securities such as shares, bonds or beneficiary's certificate and directly collect capital from the society; finally to take the cash earned from operating the above capital group as the foundation and satisfy the interest demand of various fields. At present, while the resources are in extreme short of , such mode has quite important significance for fully developing the high valuable nature of the real estate and solving the non-circulating nature of the real estate. This paper holds that it is necessary for our country's want of implementing the real estate securities turning to deeply study the legal documents of various types and structures for the real estate securities turning of U. S. A and to investigate where they agree with our country's legal systems. It is also necessary to reform and perfect the present civil and commercial main body systems, material right and creditor's right systems, securities issuing and trading systems, bankruptcy and bankruptcy segregation systems and so on.