Corporate capital consists simply of shareholders’ contribution. Due to limited liability of shareholders it is important to maintain the assets in a certain level in comparison with the amount of capital in order to protect creditors. This function of capital is one of the central principles of the European Continental corporate law. On the contrary, the formal amount of corporate capital in the Anglo American law is in general regarded as irrelevant with the amount of the asset or the solvency of the corporation. Therefore their corporate laws don’t follow the strict legal capital requirements. The said two systems conflict particularly in the EU in course of the harmonization of different law systems. The debate continues to date. According to legal capital rules distribution of corporate earnings results from the balance sheet test. But in the other law system distribution depends on the solvency of the corporation. Each system has gains or losses. The legal capital rules are part of Taiwan Corporate Law. But after several amendments in recent years, the legal capital rules are tending looser. In the draft of corporation act in 2009 amendment of dividend regulations was proposed, in which the capital surplus could be distributed as earnings. This article discusses issues of distribution, legal capital rules, and further to provide suggestions for the future amendment.