Shareholders’Capital Contribution Installment Payment System Research

For the defects of the1993Companies Act legislation, the legislature twice in1999and2004modified the Companies Act. Especially in the revision process in2004, the legislature in order to encourage investment and to maintain the transaction security, and enhance the international competitiveness of China’s WTO, and properly handle the balance of the interests of the company and its creditors between large and small shareholders conflicts of interest based on our corporate practice, and boldly learn from the international advanced the legislation, jurisprudence and doctrine, comprehensive amendments to the Law."New "Company Law" in the company’s capital formation system, cancel the contributions of the shareholders a one-time pay the full system, replaced by the shareholders’capital contribution installment payment system, this change has caused extensive discussion of the academic community and practitioners, scholars have pointed outshareholders’ capital contribution installment payment system was introduced the prelude to China’s legislation from the statutory capital system the transition to the authorized capital system. The two kinds of company capital formation systems have their pros and cons of statutory capital system tends to ensure the security, the authorized capital system in favor of protection of the efficiency of the transaction."Company Law" capital formation system in the protection of creditors, creditor protection due to the contributions of the shareholders under the authorized capital system than the system, the establishment of the company, and cleared the way to improve the efficiency of the company set up in phases deficiencies. These deficiencies:can not effectively prevent shareholders from false not honesty funded; no clear contributions of the shareholders the scope of application of the installment payment system; no effective restrictions in the shareholders to transfer their investment, the shareholder fails to pay off:funded monies due are not paid to the lack of effective protection of machines and other.This installment payment system concepts and theories of creditor protection, to clarify the contributions of the shareholders on the basis of horizontal comparison of the installment payment system requires that the contributions of the shareholders of the world. And analysis of our existing shareholders’ capital contribution is paid in installments in practice all the disadvantages of a perfect proposal. Finally, reform of company capital formation in China made a bold and forward-looking, put forward the views of the capital system in China by the statutory capital system the transition to the authorized capital system, and combined with China’s actual monies reminder system in the United Kingdom Companies Act do bold improvements to the future of able companies legislation can be introduced into the system.