Shareholders' Capital Contribution To Legal Issues

The contribution by shareholders is an important stage to establish a company as well as the basis to develop after its establishment. The contribution by shareholders is good cut-in to explore the guiding ideology and the train of legislative thoughts in Company Law. It is almost one year since the appearance of the current Company Law. this paper will analyze some legal problems about the contribution by shareholders.The paper is composed of three parts, and the major problems that are to be discussed in each part are as follows:In the first part, the rationale of contribution by shareholders is expatiated. From the angle of time, the contribution can be classified into two categories, during the process of and after the establishment. This paper chooses the first one. First of all, starting with the conception and the characteristics of the contribution by shareholders as well as its foundation the institutions of companies' capital, comparing the current three the system of companies' capital all over the world, it can be see that the legal capital system pays attention to security of transaction, the "authorized capital" system pays attention to efficiency, and the compromise capital system equalize the security and the efficiency, has both merits and demerits of two systems of companies' capital in front. Secondly, with the legislation and current situation of the peculiar systems of our country'scompanies' capital, we can infer that our current Company Law choose the legal capital system composed with paying by installments and paying strictly at present, but we should prefer the "authorized capital" system in the future to adapt to the world's trend.The second part introduces the legal composition of the contribution by shareholders. It is dissertated from two aspects, the content of object and correlative relation on amount. By means of sorting out and analyzing contrastively legislative precedents of different countries in the world, we know that the civil law system is adapt to the legal capital system, which is limited about the contribution by shareholders, such as labor services and credit; the Anglo-American law system is more flexible, there are some principles ,such as real value, goodwill, pierce the veil on the company, to protect the creditor; Moreover, the objects of the contribution by shareholders in our country are analyzed in details compassing currency contribution and non-currency contribution (tangible assets and intangible assets) contribution. The first two are more traditional mode, while the last one is under much more dispute legally. The object of intangible assets contribution is elucidated by comparing some undistinguishable concepts including between stock right and net asset, labor services and human capital, credit and commercial reputation, creditor's rights and rights of transfer credit to stock, intellectual property rights and industrial property rights. Finally, the correlative relation on quantity of the contribution byshareholders is discussed systematically with the legislation and precedent. From the contribution by shareholders proportion between currency and non-currency, Company Law raise the later one, it comes to be balanced to the developed countries. From the amount of the contribution by shareholders, abolishing the bottom line for the contribution by shareholders should be the best choose in the future, but reducing the bottom line is the correct choose at present.On the basis of discussing the above problems, in the third part, the mechanism to guarantee the contribution by shareholders is put forward, which is the warning mechanism and legal obligation for the contribution by shareholders. The obligation of contribution by shareholders is a contractual obligation as well as a legal obligation, which breaks the " freedom of contract" principle, so in the Company Law, the responsibility of breach and tort could be present in the same time, and don't be applicable to the rule of claim occurrence. First, the shareholders with flaw should be liable for the responsibility of breach to other shareholders and the company. Learning from other legislation, we should perfect the remedy measure, for example, giving some autonomy to the shareholders, expanding the breach's form and the object's scope of shareholders' contribution. Secondly, it is usual that the shareholders with flaw are liable for the responsibility of breach; Basing on the principle of fair, sequence and efficiency, the other shareholders who have contributed sufficientlyshould be liable for the tort, this paper will put forward a few advices to perfect it from premise, situation, nature, body, choose for the substitute, and so on.