Research On The Restriction On Not-fully-paid Capital Shareholders’ Rights Under Subscribed System

The purpose of Company Law is balancing the interest of shareholders, companies and creditors. The trend of Company Law Amendment is toward to encourage investment and protect investors. Company Law Amendment changes the installment payment system of the corporate registered capital into the registered capital subscribed system. Because of the registered capital subscribed, the shareholders can not fully pay the capital. It leads companies and creditors take more risks. On the basis of the research of limiting the not-fully-paid capital shareholders’ rights, the author wants to balance the interest of shareholders, companies and creditors.This paper consists of four parts.The first part introduces the theory of shareholders’ rights. Firstly, the paper would discuss the legal basis of shareholders’ rights, including the connotation and extension, character and classification of the rights.The second part describes the basic principle of legal system of the registered capital subscribed system. And then the paper analyzes the relationship among the situation of not-fully-paid capital, shareholder qualification and shareholders’ rights.The third part analyzes how the registered capital subscribed system influence shareholders’ rights. The not-fully-paid capital shareholders should get dividends after paying all capital. The company should distribute surplus property according the percentage of shareholders’ paid-up capital. The voting rights limit of not-fully-paid capital shareholders who subscribe more capital but pay less. Not-paid capital shareholders who object to the agreement of not distributed dividends cannot request company buy their stock.The final part is to give the meaningful suggestions how to refine and optimize the conditions of limit of shareholders’ rights and how to use legal rules, company policy and shareholder resolution to restrict shareholders’ rights.