Research Of Shareholders’ Capital Contribution Responsibility Under Subscription Capital System

Since the company law was modified by standing committee of the national people’s congress to establish subscription capital system in 12, 2013, company’s credit idea also changed from the capital idea to asset. It’s unavoidable to cause a range of problems because of lowering the conditions of setting up company as well as improving investment efficiency, and the most prominent one is how to establish and investigate the shareholder’s investment reliability to guarantee the interests of creditors. This paper studies systematically the system of investment reliability under the subscription capital system, meanwhile analyses the main problems that exist in the identification and investigation of shareholder’s investment reliability, aiming to find out corresponding solving solutions through the relevant legal theories and successful legislation from other countries.The first part of this paper introduces the basic concepts of subscription capital system and shareholder’s investment, makes a deep analysis of the relationship between shareholder’s investment and capital system, and has a systemic research of general system of shareholder’s investment including contribution form, contribution obligations, and the liability of breaking investment obligation.The second part sorts out the existing problems of shareholder’s investment reliability under the subscription capital system. Due to the misused the concept of capital flight, the problem of the shareholder’s loss of rights system has existed before the modification of the company law. Based on subscription capital system, shareholder’s investment reliability has changed greatly, which caused a new series of problems about identification and commitment of shareholder’s investment reliability. In order to maintain market order and protect creditor’s legal rights, it’s urgent to solve those problems.At last, this paper seeks to the corresponding solutions by combining the relevant theories of the company law and taking useful experience of other countries based on the China’s national conditions.