Research On Corporate Capital Subscribed System And The Obligation Of Shareholder's Capital Contribution

At the end of 2013 China's "company law" capital system reformed,the registered capital of our company by the term installment payment system to the shareholders autonomy agreement free subscription system,cancel the statutory minimum amount of registered capital,the abolition of the shareholder's capital verification procedures,expand the scope of the company autonomy,stimulate entrepreneurial enthusiasm,reflects the transformation from the concept of capital credit to assets credit concept,conform to the current development trend of capital systems in the world.At the same time,and because the associated company capital and shareholder investment obligation,this series of reforms also have an important influence on the theory of shareholders of the company of our country,so this paper takes the corporate capital and the recognition of basic problems to pay system as a starting point,on the basis of clarifying the concept of China's capital subscribed the influence brought by shareholders to obligation to carry out rational understanding,focuses on the analysis of company capital contributions paid system after the reform of shareholder status in our country and the new situation of investment responsibility mechanism of the problem,and then through drawing lessons from foreign advanced experience of our company registered capital subscribed system after the implementation of shareholder obligations to improve the regulation.This paper is divided into the following four parts to study the shareholder contribution obligation under the capital subscribed system:The first part is mainly on China's capital payment system and the recognition of basic overview of shareholder investment obligation,the subscription system reform introduced to our country company capital,defined the meaning of subscribed capital system,which leads to the new characteristics of our recognition system reform under the background of capital contribution of shareholder obligations is a new meaning give and at the same time,a rational understanding of reform on the shareholders influence of the obligation,the author believes that China's implementation of a system of company capital that does not impact on the three principles of capital,the abolition of the minimum capital limit does not mean to cancel shareholder funding obligations,canceled the verification procedure does not mean to give up real capital requirements.So as to correctly understand the real intention of legislators.The second part of this article is the extraterritorial state capital system practice and investment obligation regulation.In this part,the author mainly selected the main representative countries of the Anglo American law system,the United States and the United Kingdom,the continental law system,the main representative countries of Germany and japan.Because of the differences of cultural background,judicial system and social ethics,the regulations of capital system in different countries are not the same,but the regulation of shareholder contribution obligation after reform has been relatively perfect.The United States earlier authorized capital system reform,the United States company law practice for authorized capital system inherent legal risk established the corresponding supporting system,in order to regulate the shareholder's investment behavior.As a complete investment reminder mechanism,give a board of rights,obligations and responsibilities of directors extended.The United States also attaches great importance to the integration of credit consciousness,through the establishment of credit archives to ensure the openness and transparency of information,the self-discipline of shareholder's obligation to pave the way for the British in 2006;after the reform,it has a set of perfect information disclosure mechanism,and establish the shares of lien,to ensure that the company's capital adequacy;Germany as a typical mainland law countries affected by the social standard thought is deep.In order to try to find the balance point of efficiency and safety in the process of reform,strengthen the responsibility,the establishment of German investment behavior to urge adverse loss of rights to shareholders strict regulation;advanced Japanese reform of company capital system has been walking in Asian countries,for the protection of the interests of creditors,Japan clearly stipulated that the directors should bear the liability to the third party at the same time,innovation and application of information disclosure mechanism.In addition,in the ways of remedies for the shareholders' bad investment behavior,the American company's personality denial system has created a precedent,and countries have introduced the system to protect the interests of creditors at the same time of reform.The advanced experience of the regulation of shareholder contribution obligation under the background of reform provides a good reference for our country.The third part of this paper focuses on the problem of shareholder contribution obligation in the capital subscribed system of our country.After the reform,the autonomy of shareholders using the expansion of the company and avoid malicious phenomenon more and more investment obligations as agreed,extremely long investment period or inflated the amount of capital subscribed.Coupled with China's lack of effective shareholder credit system call mechanism,company is not perfect,information disclosure system is not perfect and the responsibility system of shareholder confusion,is not conducive to the healthy development of China's commercial activities.The fourth part is mainly for the subscribed under the system of shareholder investment obligation problems and put forward measures and suggestions for improvement: first,establish a complete shareholder payment mechanism,by drawing on the United States,Britain and Germany,the author suggests that from the specific program calls the subject,call and press still fails to fulfill the obligation of capital contribution the responsibility of the three aspects of the full range of perfect,also should give the creditor acceleration claim,in order to protect the interests of creditors;secondly,perfecting the credit system of our country,the credit system of the United States.For its commercial activities and healthy development has laid a good foundation.Therefore,the author suggests that the establishment of check system to ensure the authenticity of public information,through the integration of various departments to realize the system of credit information publicity system,and strengthen the punishment information distortion of enterprise,to create a good environment for business;thirdly,perfecting the information disclosure system,through drawing lessons from the advanced experience of the United Kingdom and Japan,the author suggests strengthen information disclosure obligations,rich content and standards of information disclosure,so the operation to the shareholders and the company to form an effective supervision;finally,from the three aspects of civil liability,administrative responsibility and criminal responsibility to improve our company's capital subscribed under the system of shareholder investment obligation responsibility system,provide comprehensive legal remedies for creditors.