The Research Of Capital Full Responsibility Under The Subscribed Capital System

On December 28,2013,the Sixth Session of the Standing Committee of the Twelfth National People 's Congress made the third revision of the Company Law of the People' s Republic of China: This amendment abolished the proportion of the initial payment amount of the shareholders of the Company,And the minimum amount of statutory capital limit,allowing the shareholders of the company to freely agreed to subscribe,the amount of the initial payment and capital to pay the deadline to set up the company,to promote the completion of the capital system subscription system.The amendment reflects the spirit of the state to encourage low-income earners to invest in the industry,but at the same time the amendment only for the company's capital system without considering the capital system supporting mechanism to be adjusted,and then exposed some problems in the application: Under the capital to pay the full period of freedom for shareholders to delay the capital,to avoid funding to provide a new means for the interests of companies and creditors to add a new difficulty.Problem-based solutions focus on shareholder responsibility,therefore,to ensure the company's capital adequacy,the interests of creditors play a significant role in the capital responsibility to become the focus of research to solve the problem.The first part is an overview of capital enrichment responsibilities.The theoretical basis,definition and content of the responsibility of capital enrichment are explained concretely.The second part,the principle of the responsibility of capital enrichment and the principle of imputation.Through the analysis of the doctrine of the nature of the responsibility of the capital full responsibility and the source of the shareholders' contribution obligation,it is pointed out that the responsibility for capital enrichment should be the liability for breach of contract.Through the analysis of the principle of liability system of liability for breach of contract and the principle of fault liability,the principle of no fault liability combined with the particularity of capital enrichment responsibility,it is put forward that the principle of capital adequacy should be used without fault liability.The third part,the objective fulfillment of capital fulfillment responsibility.This paper mainly analyzes the behavioral elements that the shareholders have not invested or do not contribute according to the commitment.First,the shareholders' long term investment term under the subscription system is proposed,and the legality of the investment term is not stipulated.Secondly,it analyzes the theoretical doctrine of whether the shareholder's contribution is expired and evaluates it.Through the theoretical analysis of the system,the author puts forward that the shareholders have not been able to meet the long-term capital contribution period and the term of the investment term.Settlement of the debt and did not enter the bankruptcy proceedings of the situation,at this time continue to wait for the shareholders to extend the time limit has been meaningless and no practical operation,so the behavior of shareholders in such a situation as shareholders did not contribute to its commitment to capital Fulfilling responsibility.In addition,for the integrity of the system,the consequences of capital damage to the consequences of damage and causal elements were briefly described.The fourth part,the burden of capital to bear the main body.The default shareholder shall bear the full responsibility based on the contract attributes of the agreement and the articles of association;the other shareholders shall bear the full responsibility based on the quasi-partnership between them;the defective assignee shall bear the joint capital with the original shareholder in the case of malicious payment of the consideration.The responsibility of the directors is special in the nature of the duty and the nature of the liability.Therefore,it is not appropriate to recognize the responsibility of the directors as the capital of the directors.However,due to the consistency of the responsibility of the directors and the fulfillment of the shareholder's capital responsibility,The director 's call responsibility is incorporated into the system of capital adequacy.