| Summary: | 碩士 === 東吳大學 === 法律學系 === 98 === The company could capitalize its capital reserve by issue new sharesfollowing the Company Act Article 241.However the preceding Articleforbids distributing the dividends. The thesis is to discuss the precedingArticle based on the principal of capital maintaining is applicable to the business or not. The thesis observes the issue from the aspect of law and accounting. First of all, it focuses on the essential of the capital surplus by knowing the Company Act and the accounting. It is to bring up the other ideas in the issue by the way of Reserved Model Business Company Act,Company Act and Second Council Directive 77/99/EC. Capital surplus is the part of capital, and it comes from that our Company Act defines capital as stock shares and the Act distinguishes the capital and revenue. Many reports comment on that the capital is not useful to protect creditors from damage.
The traditional theory considers the capital surplus is the shield which could prevent the capital from damages. There are lots of criticizes in the principal of capital maintaining, so the Article 241 forbidding distributing thedividends should be rethought. Many Company Acts had set lots of financialrates to measure the ability to settle liability. Reserved Model BusinessCompany Act had thrown the par value of stock away, and the board of thedirect could decide the amount of the capital surplus which could be a base of distribution.
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