Research On The Optimization Of Shareholder Contribution System Of Our Country

Corporate Capital System is one of the cornerstones of the company system. In 2013, There was a comprehensive legal reform on Corporate Capital System of our country, which means the original shareholder contribution system ruled by company law is now determined by shareholders totally. Shareholders have the autonomy on the issue of contribution. As the legal reform is a reconstruction of our country’s shareholder contribution system, which made a series of issues on how to care the benefits of the companies’creditors, we should make a research to resolve these issue.Meanwhile, the new Company Law is implemented, the existing legal and judicial interpretation appeared blank. The imbalance of protection between insiders and outsiders of corporate faces more problems. Therefore, I recommends the value of " Transaction Security" should play an important role in the legislation of Company Law again, encourage the system of volunteer verification of shareholder contribution and publish the results of verification on the Enterprise credit information system, introduce the shareholder investment guarantee system. These recommendation should be taken effects in order to protect the companies’counterparties, especially for the companies’creditors.The paper divided into three parts:The first part describes the contents and impact of. Firstly, introducing the content of the reform of Company Law; Secondly, analyzing the macro impact of reform of Company Law on companies, shareholders and creditors from positive view to negative view; finally summarizes the issues of shareholders’contribution system, which caused by the Company Law reform and must be responded.The second part, a detailed analysis of issues of shareholders’contribution system caused by the reform of Company Law, which must be responded and caused the negative impact on companies’creditors. This chapter first analyzed the character of the corporate capital system under the reform of Company Law, which reflects the legislation on company law is changing, from the tradition of the protection of transaction security to the encouragement of public investment. Secondly, clarifying the nature of shareholder contribution obligations under the new Company Law, and showing the imbalance of defending the shareholders’investment accountability between insiders and outsiders of company. Finally, specifying the negative impacts on companies’creditors caused by the cancelation of the minimum capital of shareholders contribution system, by the transformation of shareholders contribution system, by the function of contribution paid and the cancelation of verification of shareholder contribution system, by the interests of shareholders investment period individually.The third part, to figure out a sound solution under the new Company Law to protect the interests of companies’creditors. Given the gap between the shareholders contribution system and the other Company Law’s system, which led the dramatic imbalance of protection of insiders and outsiders of company, the protection of companies’creditors should be enhanced. Firstly, the idea of legislation on company law should return to the "transaction security" as the standard. Secondly, to encourage voluntary shareholder verification and show the verification certificate onto the enterprise credit information system to protect people outside the company, especially in the interests of companies’creditors. Finally, introduces a guarantee system of shareholder contribution, which should replace the existing shareholders supplementary system accountability, would be explained, including the system’s meaning, nature, content, etc. for.