A Study On The Obligation Of Shareholders' Contribution Under The System Of Registered Capital

The company capital system is the company’s support of the system, while shareholder capital contribution obligation is the premise of the company capital adequacy, the study seems to shareholders an additional important contribution obligations. The " company law " will be changed to capital system to pay subscription system will to be in March 1,2014. In the registered capital subscribed for, minimum capital requirements were abolished, the shareholders need only subscribed capital company is established, and the time and the amount actually paid capital can also have shareholders to decide. Any reform has two sides, the registered capital subscribed by institutional shareholders to facilitate the company’s offer gives also increased the risk of creditors. However, this change is not to deny the capital system and the basic theory of the obligation of capital contribution of the shareholders, whether paid or subscribed capital contributions of the shareholders have not changed the existence of obligation, if shareholders do not in the agreed period to pay the full payment of capital contributions still need to bear the corresponding legal responsibility. However, the new "company law" only provides for the obligation of capital contribution of shareholders subscribed way under the system change, for subscription under the system of company capital flaw creditors meet the legal relief after did not make the corresponding provisions. In the subscription system background, the interests of creditors face the risk of new laws. In view of this, this paper hope that through a combination of academic and judicial practice for the subscription system interpretation, analysis to recognize substantial payment system, and to discuss the protection of creditors "company law" after the implementation of the method.To solve the above problems will be studied, the first use of comparative analysis, from the United States, Germany and Japan starting capital reform, trying to explore the links between economic development and capital system developed between. Secondly, the use of literature research, in the process of reading the literature, some scholars believe that the risk of the system is subscribed to subvert our major capital system, and some scholars believe that the reform did not shake our capital system fundamentally. Read by the author of books and papers, presented on the nature of some of their own subscription system view. In creditor protection, I also read the related systems abroad, which draws on some of the measures adopted for the system. In addition, the paper also widely used in the literature to explain the method, the relevant provisions of the "Company Law" of the sort and interpretation. Specific articles can be divided into three parts. The first part focuses on the background and motivation of China’s reform, "Company Law", combined with the United States, Germany, Japan, the contents of the capital system reform and the possibility of analyzing the reasonableness of the registered capital subscribed system. The second part of the analysis of the specific content of the registered capital subscribed by institutional shareholders under-funded obligations. From a legal point of some of the misconceptions people subscribed to explain the system generated from the analysis focuses on the practice of "judicial interpretation of the three" shareholders invested in obligations of specifically identified. The third part of the first analysis of the risk of new regulations may bring to the creditors, and for these risks presented four remedies.