Research On The System Of Shareholders' Capital Contribution Responsibility Under Subscription Capital System

With the continues development of the economy and the changes of the state situation,the country's economic system also need to constantly change to meet the needs of solving practical problems.As an important subject under the market economic system,the construction of the relevant legal system of the company needs to meet the needs of the society at all times.The company's capital system plays an important role in the system of corporate law,and it has experienced many changes.In December 2013,the Standing Committee of the National People's Congress amended the Company Law and established a capital system with a full subscription system.The change of the capital contribution system has brought new changes in the shareholder responsibility system,and the new difficulties and challenges have been made in the recognition and commitment of the shareholders' contribution responsibility.Under the background of the reform of the capital recognition system,this paper summarizes the characteristics of the shareholder's contribution system and combs the main difficulties in the determination and commitment of the shareholders' contribution.The paper discusses the neglected points in the provisions of the responsibility system as well.Thereby,the paper puts forward the idea of establishing a more perfect shareholder contribution system and the corresponding suggestions.The article consists of the following three parts:The first part is about the reform of the company's capital recognition system and the shareholder's contribution responsibility.Firstly,it expounds the value of capital recognition system and the innovation of capital subscription system and its historical significance.And then elaborates the nature of shareholders' contribution responsibility and the classification of investment responsibility.Finally,it analyzes the influence of capital subscription system on shareholder's investment obligation.The reason why the shareholders bear the responsibility of the contribution lies in the failure to properly carry out the corresponding investment obligation.The shareholder's contribution is the core of the capital system.The reform of the capital system may have an impact on the shareholders 'investment obligations,and then the shareholders' investment resposiblities.The statement in the first part provides a basis for discussing the shortcomings of the shareholder contribution system under the subscription system.The second part is the exploration of the current domestic shareholder responsibility system.First of all,it discusses the characteristics of shareholder liability system.China's shareholder responsibility system can be roughly divided into the system of liability for breach of contract and capital enrichment system.The paper,respectively,shows the two systems in the current system of corporate law in the relevant provisions and characteristics of the elaboration..Then it discusses the shortcomings of the shareholder liability system under the capital recognition system,and the shortcomings of the system to deal with the specific problems.Mainly include:(1)lack of shareholder financing system;(2)the determination of the shareholder's financing responsibility when it is not the time to contribute;(3)lack of provisions on the implementation of the company to reduce the conditions of the provisions;(4)After the transfer of equity who bear the responsibility of shareholders is not clearly defined.These are the problems that often arise when the shareholders of the company are responsible for the contribution of capital under the new capital system.The third part puts forward the countermeasure.According to the problems found in the above discussion,a reasonable study has been done and the countermeasures and specific suggestions for improvement have been put forward.The measures include the establishment of an effective capital contribution mechanism,forcing of the shareholders to contribute to the maturity of the company,taking corporate legal personality to deny the system,building a guaranteed regulatory and the establishment of a credit evaluation system and so on.