Study On Contribution Responsibility Of Shareholders (Initiators) Under The System Of Subsidy Registration

The registration system of paid-up of the company law was changed for the registration system of subscription, which has aroused great concern among the academic circle and has caused some misunderstanding. The clarification of the connotation about shareholders (promoters)’s liability of capital contribution starting from literal meaning of the articles of Company Law could reform from the bottom. It not only reveals the limitation of old-fashioned legal norms, but also highlights the significance of the reform measures by means of discussing typical case about shareholders (promoters)’s liability of capital contribution. The registration system of subscription of our country is the summary of the domestic company practice, and has also borrowed from the foreign company legislation experience.The administrative liability and the civil liability of the shareholder (promoter) is not affected by the exempted from criminal liability of the liability of capital contribution of the shareholder (promoter) under the registration system of subscription. The Companies Law make a clear regulation that shareholders(promoters) must undertake the administrative liability for falsely reporting registered capital, false capital contribution, taking away illegally the capital contribution and shareholders(promoters) must undertake the civil liability for false capital contribution, overrated contribution in kind, taking away illegally the capital contribution, defective capital contribution. The law system is still complete, but it is ambiguous whether the shareholders(promoters)’s administrative liabilities are superior to the debts of company, once the shareholder(promoter) falsely reporting registered capital, false capital contribution, taking away illegally the capital contribution when in the company is insolvent. It is a real pity the law does not list explicit rules. In order to guarantee the transaction security and maintain the legitimate rights and interests of creditors, our government should make it clear.The implementation of the registration system of subscription about the registered capital is a great progress of our company law, but we cannot ignore the potential negative impacts of the reform. The relaxation of the market access must require the administration departments for industry and commerce to strengthen the daily supervision of the company’s operating status. Otherwise, an orderly market competition environment is difficult to maintain. The administrative departments for industry and commerce should use Internet technology timely and comprehensively to put out the company information in the corporate credit information publicity system, and strengthen sanctions for false information, for trading by corporate credit information system to query company credit provide convenience and ensure the safety of trading.