The System Arrangement Of Paid-in Subsequent Investment Duty After The Transfer Of Shareholders Right Of Inadequate Paid-in Investment

System of shareholders paid-in investment is an important part of corporation capital regime, corporation capital comes from shareholders paid-in investment, which would be the total corporation capital when all the shareholders surrender their paid-in investments. Corporation governance theory supports both strict capital system and shareholder paid-in investment as well. It is impossible to found a genuine corporation capital regime without a strict shareholders paid-in investment system. The present Corporation Law has made significant modifications in the perspective of corporation capital system: corporation capital system changed from primary one-off paid-in investment to paid-in investment by instalment, which is the milestone of corporation capital system. Though paid-in investment by instalment is efficient for setting up corporation,preventing corporation capital from wasting and enhancing efficiency of capital utilization, it brings quite a few problems at the same time.Typically, one of the issues is that the instalment often incurs inadequate paid-in investment, the transfer of shareholders right of inadequate paid-in investment would result in the concern of who should burden the paid-in subsequent investment duty. However, the current Corporation Law is silent on this problem. Shareholders involving in the shareholders right transfer are much more concentrating on theirs own benefits under the presumption of rational people. The burden of paid-in subsequent investment duty would catch the spotlight when both parties didn't make agreement about paid-in subsequent investment duty. This paper aims at clarifying different blueprints focusing on paid-in subsequent investment duty of shareholders after the transfer of shareholders right of inadequate paid-in investment. Hopefully, an efficient and workable framework can be reached.The paper is composed of five chapters in all except of the prologue and conclusion. Chapter I will discuss the legal analysis of shareholders right of inadequate paid-in investment. Chapter II will describe the basis and foundation of paid-in subsequent investment duty after the transfer of shareholders right of inadequate paid-in investment. Chapter III will concentrate on arrangements of paid-in subsequent investment duty after transferring shareholders right of the formal inadequate paid-in investment by agreement. Chapter IV will analyze arrangements of paid-in subsequent investment duty after transferring shareholders right of the informal inadequate paid-in investment by agreement. The last part is Chapter V and it will focus on arrangements of paid-in subsequent investment duty after transferring of shareholders right of inadequate paid-in investment without agreement.Chapter I will begin with the analysis of the character of shareholders right. The shareholders right obtaining equals the right of membership which is vested in shareholders. This Chapter will further discuss that the basis of legal identification of shareholders should satisfy the formal requirement, i.e. registration. Investors with shareholders right of inadequate paid-in investment would become shareholders after their names are formally recognized in the certificate of the corporation and be entitled to such shareholders right. Finally, this Chapter would provide a concise analysis relating to the content of shareholders right of inadequate paid-in investment.Chapter II will analyses the transferability of shareholders right of inadequate paid-in investment, which is the basic requirement of paid-in subsequent investment duty after the transfer of shareholders right as well as the guideline of system arrangements of such duty. There will also be a general introduction focusing on theoretical basis, experienced conclusion, basic target and principle of the framework design available in this Chapter.Chapter III and IV will provide discussions of arrangements of paid-in subsequent investment duty after transferring the formal and informal shareholders right of inadequate paid-in investment by agreement. Regarding the transferring shareholders right of formal inadequate paid-in investment, many vehicles shall be available such as Contract Law, Certificate of the corporation, Corporation Law and so on. Corporation Law is the most preferred arrangement and it is suggestive that transferor and transferee burden paid-in subsequent investment duty together. As to transfer shareholders right of informal inadequate paid-in investment, Corporation Law is essential element and the paid-in subsequent investment duty is in homologous with the formal . But different from transfer shareholders right of formal inadequate paid-in investment ,the transferee should be entitled to right of indemnity and claim from the transferor and, under specific circumstances, from the other shareholders.Chapter V will detail in the paid-in subsequent investment duty after the gift, inheritance, separation of the tenancy by the entirety and compulsory execution of the shareholders right of inadequate paid-in investment. Since the diversity of these transfers, the paid-in subsequent investment duty should be completed by distributees, beneficiaries, one of the divorced couple or by perchaser. In other word, the paid-in subsequent investment duty should be differentiated according to diverse arrangements of shareholders right transfer and a specific framework should be identified respectively.