Capital Contribution Obligation Problems Of Shareholder Under The Subscription System

The title of this article is “capital contribution obligations problems of shareholder under the subscription system" It is divided into three parts, an introduction, body and conclusion.The introduction describes the new background, practical and theoretical significance of this article, necessary scoping and Innovation point. This article researches capital contribution obligations of shareholder in a limited liability company and joint stock company. Shareholder includes original shareholder and new shareholder when capital increase. It does not the concept system of sponsor before the company is set up, shareholder after the company is set up and new shareholder when capital increase Then it discourses the characteristic and the basis of the capital contribution obligations of shareholder, type and responsibility of violating the obligations.The main body includes four parts. They are the characteristic and the basis of the capital contribution obligations of shareholder, types and responsibilities of violating the obligations. The four parts have close relationships. The characteristic decides the basis. The shareholder may violate his obligations if he has the obligations. So, it is necessary to research the type and responsibility of violating the obligations.The first part is the basis of the text. Firstly, it analyzes the theory of contractual obligation and statutory obligation, and points out the shortcomings of this theory. Then analyzes rationality of contractual obligation from the aspects of private autonomy, public interests, value of company law. I think the characteristic is contractual obligation. It does not change when the company is founded. And the shareholders have agreements between both other shareholders and company.The second part discusses the basis of the obligation on the base of the first part. Firstly, the basis is promoters’ agreement when the company is not founded. After the company is set up, the promoters’ agreement is not certainly instead by articles of association. If the promoters’ agreement is different from articles of association, the basis is the articles of association.The third part researches types of violating the obligation. It includes fail to fulfill obligation and not fully fulfill obligation. Capital flight is always criticized by academics. It changes this concept into misappropriate company assets. This will help to solve problems in both theory and practice field. And it is helpful for accountability.The last part researches liability of shareholders in violation of contribution obligations. The text analyzes the responsibility system firstly. And find out its shortcomings. Then it discusses the responsibility to the company, other shareholders creditors and loss of rights.The part of conclusion concludes the whole ideas of the article, and gives out suggestions.