The Discussion Of The Liability Of Capital Maintenance Under The Subscription Registered Capital System

On 1st March,2014,the newly amendment of the company law came into effect.The mainly key points of the newly amendment focus on three aspects:the first is to turn the paid system into the subscription system,the second is to loosen the restrictions of the registered capital and the third is simplify the procedures of the company registration.The change of the registered capital took the most attentions among those because the newly amendment alter some core principles of the statutory capital system to depress the standard to establish a company which could booming the commercial economy.However,the paid system incurred some negative comments such as the paid capital could not ensure the debts of the creditors but make a waste of the unnecessary capital and keep many persons from establishing a company,but we still should not waive the functions of the paid system which plays an important role in the commercial market especially for the immature society.The capital determination,the capital maintenance and the constant capital are the direct expressions of capital credit which is treated as the core content of the contract in the continental legal system.The change of the registered capital certainly would put affect on the capital maintenance principle.The capital maintenance principle,which is also the called the capital adequacy principle,is the only connection between the essence and form.As the change of the registered capital system would influence the practice of the capital maintenance liability,we have enough space to talk about the topic about the essay,which is the validity of the capital maintenance under the newly amendment of the company law.The introduction is to clarify the playground of the topic and the discussion caused by the amendment which shows the topic had been the hot one since the amendment came up into the society.The intention of the first part of the essay is to clarify the topic explicitly,we first notice that the purpose of the newly amendment is to reduce the standard to establish a company while the founders of the company are the ones to be encouraged.Then we also find that the amendment mainly change the registered capital system which influence the founders chiefly.And the targets of the liability of capital maintenance includes the founders(Here we extinguish the founder form the normal shareholders) and the shareholders.Here we could get a conclusion that the founder seems to be the centrality of the above contents and that’s the reason we choose the founder as the entrance to narrate the topic.The second part of the essay is to present the situation of the practice of the liability of capital maintenance before the appearance of the newly amendment.And we notice that the practice before also incurred many comments as the founders who did not make a defective capital contribution would burden more liabilities than he should.The third part of the essay is to present the situation of the practice of the liability of capital maintenance after the appearance of the newly amendment.We put forward a specific case to tell that the founder would totally lose the capacity to test the credit of the other founders when the amendment change the registered system from paid system to subscription system especially the outer surrounding could not provide enough methods for the founders to get the necessary information of credit.The forth part of the essay firstly talks about the function of the company and the fundamental principles of the company law which provide the standards to test the specific contents of the company law.And the transaction cost and the behavior’s certainty would be the core elements of establishing a company so that the limited liability principle and the efficiency principle are the fundamental principles of the company law.Therefore,when the practice of the liability of capital maintenance conflicts with the limited liability as the founder would have burden the liability outside his own capital contribution to the company,we should select the fundamental principle as the prior to the capital maintenance principle.The last part of the essay is to try to give some suggestions to solve the above situation within the reference to some foreign company laws especially for the Japanese company law.From the outside aspect,we should build the credit system.On the other side,as well as the scope inside the company law,we should change the regulations of the liability of capital maintenance.