為鼓勵新創及中小型企業之發展，賦予企業有較大自治空間，於公司法股份有限公司章下，增訂閉鎖性股份有限公司專節，於2015年6月16日經立法院三讀通過，並於同年7月1日由總統公布，9月4日施行。 本文以現行法規定現狀作為全文根基，並觀察各國對於無面額股及超低面額股之應用方式，瞭解其規範方法及配套措施，歸納我國全面引進無面額股之優點，並對於強制全面適用無面額股制度及其配套措施做出以下建議：一、建議全面適用無面額股制度；二、無面額股制度下無須有最低股份發行價格限制；三、股東繳納股款及過去屬於溢價公積部分，應全數納入公司資本；四、公司股份分割應得由董事會決定；至於股份合併，應經由股東會決議，並允許不同意股東向公司主張其股份收買請求權；五、輔以二年過渡期間以及章程條款之「視為」規定。

Legal Capital of Capital Companies, its Formation and Protection This diploma thesis deals with theoretical concepts on legal capital, its economic significance and mainly with statutory rules of legal capital formation. The attention is given to various aspects of monetary as well as non-monetary contributions to the legal capital of capital companies, inclusive of the legal capital minimum requirement, and also the issue of no par value shares is mentioned. The Czech law is based on the capital formation and maintenance doctrine. Also the European law, which influences Czech legal rules to a high extent, stands on the principles of fixed legal capital. This means that capital companies must be provided by their owners (members, shareholders) with a certain capital stock at the time the companies are formed and come into being and this capital stock must be kept in the company for its whole life. The sense of these rules is predominantly seen in the protection of creditors. The capital formation rules comprise mainly the requirement for minimum legal capital and rules concerning the contributions to the legal capital. The minimum capital requirement is aimed at securing that the capital company starts its business with sufficient funds. The regulation of contributions is meant to ensure that the...

Shares with and without par value in the companies limited by shares Dividing share capital into shares with par value is a traditional approach which has been applied in company law in the Anglo-Saxon and the Continental legal systems. This rule is regarded as a part of the capital formation and maintenance rules which gradually developed mainly in the 19th century in connection with the aim to ensure the protection of creditors and shareholders. Par value originally served as an indicator of the amount which a shareholder was liable to contribute to the company as consideration in exchange for its share. At the same time it served as an indicator of the shareholder's liability. At the end of the 19th century in the United States, there was growing criticism against par value ascribed to shares, which eventually led to the establishment of the concept of no-par value. The removal of the traditional approach and the establishment of the concept of no-par value has become a certain trend or phenomenon, spreading into other jurisdictions in the 20th century, e.g. Australia, Singapore, New Zealand, Hong Kong. The aim of this thesis is to evaluate the future of the rule according to which share capital is divided into shares with a fixed nominal value, or more precisely, to evaluate the sustainability...

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.