Quel che resta del capitale: l’esperienza italiana e le prospettive della Repubblica Popolare Cinese. Dal capitale congruo al patrimonio funzionale alla solvibilità prospettica?

The enduring legitimacy of the principle governing capital maintenance is widely acknowledged as one of the most contentious issues in the field of company law. This study argues that despite the evolving objectives and purposes associated with corporate capital, the regulations pertaining to its establishment and preservation retain significant importance. Therefore, this research examines the evolutionary trajectory of corporate capital regulations in Italy, with a specific focus on the implications arising from the recently introduced Article 2086, paragraph 2, of the Civil Code, alongside the provisions outlined in the Crisis and Insolvency Code. Furthermore, this paper delves into the genesis and progressive development of the capital-oriented framework within the People’s Republic of China, shedding light on its remarkable parallels with the Italian paradigm. It is worth noting that the discernible influence of the Italian model is also evident in the (second) draft of the revised Company Law of the People’s Republic of China, dated 30th December 2022. Consequently, this juxtaposition with the Italian legal system aims to captivate the attention of Chinese scholars, stimulating an insightful discussion on the necessity of reinforcing directors’ duties to safeguard against the (manifest) inadequacy of a company’s overall assets.