Rational Interpretation Of Shareholder′s Contribution ObligationUnder The Reform Of Chinese Corporate Capital System

The 2013 amendment to the Company Law has completely abolished the requirement of minimum registered capital and amended the provisions on the capital contributions from the system of installment payment into the system of commitment payment, which precluded the compulsory legal intervention and greatly lowered the threshold of market access. This article divides into four sections, aiming to give an rational interpretation of shareholder′s contribution obligation under the reform of Chinese corporate capital system.An examination of the capital system in the company law from the perspective of its legal character and the evolution history is conductive for us to understand the policy tendency and the essence of the capital system under the reform of Chinese corporate capital system carried out in the end of 2013. Starting from the relation between the shareholder′s obligation and the corporate capital, this part probes deeply into the shareholder′s obligation from the angel of legal theory and legislation evolution. It analyses the evolution on shareholder′s contribution obligation under the PRC Company Law from 1993 to 2013, which removed the capital system gradually. The Company Law of China first promulgated in 1993 adopts a strict statutory system on the corporate capital system. It provides not only very high minimum amount of registered capital, but also provides the paid-in system of registered system. Obviously, the 1993 Company Law provides a very rigorous requirement of shareholder′s contribution obligation. In order to meet the development of market economy in China in depth and breadth, the 2005 Company Law has made a relatively large revision and great efforts to reform the corporate capital system and in a large part relaxed the control of shareholder′s contribution obligation. However, the government intervention is still strong, and the establishment of the company is still very difficult. The 2013 amendment to the Company Law completely abolishes the statutory requirement of a minimum amount of the registered capital and the registered capital of a company shall be completely decided by the shareholders or promoters of their own, and the compulsory legal intervention has been precluded.The ultimate aim is to stimulate innovation among businesses and foster economic development.Then we come to the crux of shareholder′s contribution obligation under the reform of Chinese corporate capital system. Three main problems in the realistic predicament have been anatomized critically, focusing on the variation of shareholder′s contribution obligation. Based on this, the rational boundary of shareholder′s obligation has been defined creatively and the misconceptions in the shareholder’s agreement has been clarified clearly.In the third part, this article critically engages on the shareholder′s legal liability when he violates his contribution obligation, through the angle of civil liability administrative responsibility and criminal responsibility. It demonstrates that the reform of Chinese corporate capital system has realized the modernization of company capital system at the regulatory level, but it still has a long way to go after the reform, due to the lack of supporting provisions. It tries to make some legislative proposals to assist the new capital regime under the Chinese company law.