2009年6月ACCA试题：F4试题（全球）答案十
5 （a） As shareholders in limited companies， by definition， have the significant protection of limited liability， the courts have always seen it as the duty of the law to ensure that this privilege is not abused at the expense of the company‘s creditors. To that end they developed the doctrine of capital maintenance， the specific rules of which are now given expression in the Companies Act （CA） 2006. The rules， such as that stated in CA 2006 s.580 against shares being issued at a discount， ensure that companies receive at least the full nominal value of their share capital. The rules relating to the doctrine of capital maintenance operate in conjunction to those rules to ensure that the capital can only be used in limited ways. Whilst this may be seen essentially as a means of protecting the company’s creditors， it also protects the shareholders themselves from the depredation of the company‘s capital.
There are two key aspects of the doctrine of capital maintenance： firstly， that creditors have a right to see that the capital is not dissipated unlawfully； and secondly that the members must not have the capital returned to them surreptitiously. There are a number of specific controls over how companies can use their capital， but perhaps the two most important are the rules relating to capital reduction and company distributions.
