Study On The Shareholders Capital Obligations About "the New Company"

2014 "company law" to modify the overhaul, mainly concentrated in the capital contributions of the shareholders, the shareholders fully subscribed capital contribution system. The legislative idea of Liberty Corporation law is conducive to the establishment of the company shareholders more convenient, but also easy to breed shareholder violate obligations of capital contribution, is not conducive to the healthy operation of the company. According to the "company law" revision as an opportunity, is divided into four parts to launch the research on shareholder investment obligation. The first part, from the perspective of contract obligations of the shareholders in accordance with the provisions of the articles of association of the company, from the investment agreement and the company law, shareholders of the company shareholders confirmation and preparation of industrial and commercial registration legally binding, summed up the law of shareholders’ capital contribution an important legal basis, is a kind of contractual obligations, is a legal obligation of the conclusion. The second part, on the amount of capital contribution of shareholders to fulfill, investment way, investment period, capital verification procedure for comparative analysis, summed up the shareholders can use the currency can be funded with intellectual property rights and other non monetary property way in line with the international trend "toward the end of competition", has the characteristics of flexibility; no minimum capital contribution the proportion of capital contribution, limitation, ranging from 1 yuan to 100 million yuan, highlighting the uncertainty; in addition, the investment period indefinitely long, verification procedures exist randomness characteristics. The third part, existing shareholders to contribute flexibility, uncertainty and randomness characteristics greatly increased the theory and practice of violating contributing obligation of shareholders, shareholders violate investment performance does not perform its capital contribution and not fully perform its capital contribution in two ways, which will have catastrophic of the shareholders, the company and its creditors consequences. The fourth part, the shareholders who violate the obligation of capital contribution of the reason is due to the imperfect, lack of social integrity shareholders’ misunderstanding of the "company law" of the existing system and the "company law" system design, to the obligation of capital contribution and responsibility from the shareholders’ autonomy and self-discipline, strengthen the laws and regulations of corporate governance, regulatory and other aspects to take measures against the shareholders subscribed the standard. Aims to perfect the company law shareholders subscribed capital system, capital guarantee companies, to maintain the normal business order.