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在英国公司法上,封闭公司不存在法定资本最低限额,公众公司的这一数额要求极低,本身并不具有保护债权人的直接制度功效。法定资本的意义在于,它是判断分配合法性的标尺。根据英国《2006年公司法》的规定,如果公司的净资产(总资产减去总负债)低于(或者在分配之后将会低于)其已催缴股本与不可分配储备之和,则公司再行分配将构成非法行为。公司只有通过严格控制的程序,才能够回购或者回赎其股份;公司只有遵循旨在保护债权人利益的程序,才可以降低其账户中法定资本的价值。这两者合称为资本维持规则。另外,英国公司法注重遏制变相分配行为,后者是指公司与股东之间的非公允交易,借此公司可以将价值转移至股东。权利人必须证明公司付出与收获的价值存在相关大的差异,而且善意并不能使该交易不受变相分配规则的拘束。最后,英国禁止公众公司(或其子公司)向他人提供财务资助以购买该公司的股份,这方面同样衍生出了诸多复杂精细的规则。
In the UK company law, there is no statutory capital minimum for closed companies. This amount of public corporations is extremely low and does not in itself have the direct institutional effect of protecting creditors. The significance of statutory capital is that it is a measure of the legitimacy of distribution. Under the Corporations Act 2006, if a company’s net worth (total assets minus total liabilities) is less than (or less than its distribution after) its sum of capital stock and non-allocable reserves, the company Reallocation will constitute an unlawful act. Companies can repurchase or redeem their shares only through tightly controlled procedures; companies can only reduce the value of their legal capital in their accounts by following procedures designed to protect the interests of creditors. Both are collectively referred to as capital maintenance rules. In addition, UK corporate law focuses on curbing disguised distributions, which refers to non-fair dealing between companies and shareholders, whereby companies can transfer value to shareholders. The obligee must prove that there is a big difference between what the company paid and the value of the harvest, and that goodwill does not bind the transaction to the rules of disguised distribution. Finally, Britain banned public companies (or their subsidiaries) from providing financial aid to others in order to buy shares in the company, which also spawned complex rules.