问题 问答题

2002年4月,原告电力公司与被告喜洋洋食品有限公司(以下简称“喜洋洋”)发生了一笔果冻条购销生意,后“喜洋洋”拖欠电力公司25万元贷款。“喜洋洋”的拖欠理由是:公司已停止生产经营,无法偿还各项债务。后来,电力公司发现:“喜洋洋”系台商独资企业,于1991年由被告谢得财投资成立,法定代表人为谢得财;永昌荣食品有限公司(以下简称永昌荣)亦系台商独资企业,于1993年“月由谢得财投资成立,法定代表人也是谢得财;且这两家公司的经营地址、电话号码、组织机构、从业人员完全相同。电力公司认为,谢得财掏空“喜洋洋”,将财产转移到永昌荣来逃债。为此,电力公司将谢得财、“喜洋洋”、永昌荣全告上法庭,要求三被告共同偿还25万元及利息。 经庭审及各方取证后查明:永昌荣设立至今,从未实际开展生产经营活动,也无机器设备,名下的土地、厂房及两部汽车均由“喜洋洋”无偿使用,日常费用则由“喜洋洋”支付。两公司的财务账目虽分别立册计账,但均由“喜洋洋”的会计人员负责制作,且永昌荣本身从未发放过工资。1998年永昌荣向银行贷款100万元,其中部分由“喜洋洋”使用,至2002年才由“喜洋洋”代为还清全部贷款;2002年底,“喜洋洋”用永昌荣名下的土地、厂房作为抵押担保,再向银行贷款100万元。“喜洋洋”在2002年度共从其账户转出433400元到永昌荣的账户,用于偿还永昌荣的银行贷款本息。且这两家公司的惟一投资者谢得财在经营期间也挪用、侵占“喜洋洋”的财产至少在72万元以上,全部作为个人债务和交通肇事的赔款。

《公司法》修订前规定设立有限责任公司的最低注册资本限额是10万元,并且规定公司成立时必须全部缴足。《公司法》修订后规定一般有限责任公司的最低注册资本限额是3万元,并且可以分期缴纳,请你谈谈对《公司法》的这个修订的看法。

答案

参考答案:《公司法》修订前规定设立有限责任公司的最低注册资本为10万元,并且规定了严格的法定资本制,即公司成立时股东的出资必须缴足,否则公司不能成立,这种严格的法定资本制不利于公司的设立,造成资金的闲置,并且助长了抽逃资金行为的泛滥。《公司法》之所以规定严格的法定资本制,当然与《公司法》制定前曾经出现的“皮包公司”泛滥的现象有关,但是最主要的是立法者和当时的学者对公司注册资本功能的误解,认为注册资本的高低反映了一个公司的实力和经营状况,其实反映公司经营状况的指标是公司的实际资产,而非资本,这种对注册资本功能的错误认识也导致对社会公众的误导,使社会公众仅关注注册资本的高低,不关注公司的实际经营状况。 《公司法》修订后将一般有限责任公司的最低注册资本降低至3万元,并且根据我国国情,规定了折中授权资本制,即公司成立时股东可以仅缴纳一定比例的首期出资,其余出资自公司成立之日起2年内缴足即可。这种修订反映了立法者和学界对注册资本和资产功能认识的纠正,将有利于我国公司的设立和市场经济的发展。当然公司设立门槛降低,不可避免地出现公司滥设的现象,这就需要完善配套法律制度,尤其是建立健全我国的信用制度。

阅读理解

阅读理解

     Joan worked in a hospital as a nurse. One evening there was a big dance at the hospital. Most of the

doctors and nurses would be there, but of course somebody had to be left to look after the sick children,

and Joan was not of the lucky ones. She liked dancing very much, so when she had to start work that

evening while her friends were getting ready to go to the dance, she felt very sorry for herself.

     She went to each sick child one after another and said good-night, until she came to one little boy,

Dicky. He was eleven years old, but he was already able to talk like an adult. Poor Dicky had a very

serious illness, and now he was hardly able to move any part of his body except his hands. Joan knew

he would never get any better, but he was always happy and always thinking about other people instead

of about himself.

     Dicky knew that Joan loved dancing, so now when she came to say good-night to him, he greeted

her with the words, "I'm very sorry that you have to miss the dance because of us. But we are going to

have a party for you. If you look in my drawer(抽屉), you'll find a piece of cake. I saved it from my

supper today, so it's quite fresh. And there is also a dollar there. You can buy something to drink with

that. And I'd get up and dance with you myself if I were able to." he added.

     Suddenly the hospital dance seemed very far away and not important to Joan at all.

1. Joan felt unlucky that evening mainly because __________.

A. there was a dance ball at the hospital

B. of her unpleasant job

C. she was obligated(被迫) to look after the sick children

D. she would lose the chance to go to the big dance at the hospital

2. Poor Dicky __________.

A. was no more than a boy of eleven

B. fell seriously ill

C. was clever at talking though he was very young

D. all the above

3. Dicky was lovely because __________.

A. he was a nice, kind boy of eleven

B. he was always thinking about others more than himself

C. he saved a piece of cake for his nurse

D. he could foresee(预知) that he would never get any better

4. Which of the following is not TRUE?

A. Dicky knew why Joan was unhappy.

B. Dicky heard about the dance.

C. Dicky showed sympathy(同情) for Joan.

D. Dicky rose up to greet Joan when she came.

5. At that party arranged(安排) for Joan, Dicky probably __________.

A. got up and danced with her

B. gave Joan some cake he had saved

C. brought her something to drink

D. lost the dollar which he was going to give Joan

判断题