Subscribed Capital Full Responsibility For Shareholders

Under the influence of the modern market economy, in order to continuously develop the market economy in our country, the deployment of the state council in 2013 of the company’s registered capital subscribed system reform proposals. In 2014, the registered capital of the company law shall be fully paid-up in registration system(hereinafter referred to as subscribed system), registration system completely change for subscribed to lower the threshold of the company set up, the amount cancel the lowest limit of the registered capital,the first stages, and the shareholders full autonomy. Shareholders’ capital contribution as the blood of company, is the company’s operation indispensable elements, as well as the guarantee for the company’s foreign trade. The company law in China has always attached great importance to problem for recapitalization. Although lending system of registered capital, but from the point of view of the company law provisions, not to adjust to the capital fulfilling responsibility, visible shareholder capital full responsibility still occupies an important position. Shareholders in violation of capital contribution obligation, flight of investment, fictitious investment, investment not substantive, and so on and so forth are common in the judicial practice. And the system of subscribed in full swing to some shareholders can take advantage of, cause their capital in various forms. Of the registered capital of the theory of company law has established three principles: capital establishment,capital, capital is constant. Registered capital system reform deeply influence on capital enrichment principle, fulfilling the responsibility caused by capital enrich the principle of capital has become the research focus.In this paper, the first chapter introduction in the first quarter narrates the research background and the author select after the institutional change of registered capital of capital full responsibility to the significance of writing this thesis. The second section is about both at home and abroad research status of capital full responsibility. Due to the company law in 2014, the lack of full responsibility under the subscribed capital system of capital full system. Need to draw lessons from foreign company law about the content of related regulations. In the second chapter, the author expounded the subscribed capital subscribed under the system of the basic situation of capital under the full responsibility.Focus on capital enrichment to redefine the concept of responsibility, the author defines it as: when the company promoter of subscribed capital and the paid-in capital have serious differences, in order to maintain the company capital enrichment, borne by the originator to the company creditors and the interests of related parties of joint and several liability to pay compensation. In this paper, the emphasis is on the third chapter capital fulfillingresponsibility assume conditions. Capital system reform overturns the recapitalization of the blame of the premise. Through comparative analysis of three kinds of view of theoretical circle and judicial practice to our enlightenment, the author will full responsibility under the system of registered capital subscribed capital conditions are summarized as: when the shareholders of the actually paid capital contribution subscribed capital amount has not been achieved, the expired and legitimacy of a company’s creditors may request the promoters shall bear the liability capital enrichment. Capital full responsibility subject and request body, in the fourth chapter and the fifth chapter discusses respectively. The author thinks that the subject of capital fulfilling responsibility is divided into three categories: company sponsors; Equity transfer of the parties; Director of the company. Under the system of registered capital subscribed the originator company joint capital full liability is too harsh, that break through the limited liability protection. The author thinks that in the case of presence of flaws capital contribution the originator capital fulfilling responsibility scope is different. Equity transfer of the parties by the receiving party or people the responsibility, the author also draw lessons from the case for demonstration. "Company law" to cancel the stakeholders in the period of cause after founded, the company’s directors and capital also enrich the responsibility are closely linked. The author against capital system changes the full responsibility of capital in the fifth chapter elaborates the request body. Especially in the third section discusses the directors cannot be independent of the company as a capital request body full responsibility,but after the capital fulfilling responsibility has the right of recourse against the flaws capital contribution shareholders. The sixth chapter is under the system of registered capital subscribed some perfect Suggestions about capital full responsibility. The last chapter vii conclusion part summarizes the full text.