A Research On The Rights Limit Of Shareholders Contributing To Capital Contribution Under The System Of China's Subscribed Capital

In 2013,China's "Company Law" was amended to fundamentally reform the company's most important capital system.With the rapid development of the global economy,the competition between countries has become increasingly fierce.The defects in the minimum capital amount system have also become increasingly evident.Not only can it fail to effectively protect the legitimate rights and interests of related parties,but also to some extent affect the efficiency of the company's operations.The registered capital determined by this reform implements the subscription registration system and complies with the development trend of the socialist market economy in China.At the beginning of the company's establishment,shareholders are no longer limited by the minimum capital limit,which gives more investors a passion for entrepreneurship.The implementation of the capital subscription system has enabled shareholders and sponsors to enjoy more space for self-governance and is also conducive to the market's regulatory role;however,due to the long-term implementation of the registration and registration system for registered capital in China,the magnitude of this change is also large.Some public misunderstandings have been triggered and a series of problems have emerged in practice.For example,the phenomenon of rampant investment has emerged one after another.The shareholder's contribution is the most important foundation of the company's capital and directly affects the company's long-term operations.When the shareholder's investment is flawed,not only will the company's capital be impracticable,affecting the normal operation of the company,but also indirectly damaging the legitimate rights and interests of creditors.Defective Capital contribution has become a major obstacle to the company's operation and development.For the sake of the company's good management and long-term development,shareholders must be forced to perform their obligations in a timely manner by limiting shareholder rights.Therefore,under the reform of China's capital system,it is necessary to reasonably limit the rights of the shareholder who invests in capital,to clarify the scope and path of its limits of rights,and to rationally improve the system of shareholders' elimination.This has become a legal issue that needs to be improved.This article draws lessons from the extraterritorial related legislation on the limitation of the shareholder's rights,and according to the specific situation of our country,through the following four chapters,it analyzes concretely the problems existing in the shareholder's rights,and puts forward corresponding suggestions.The first chapter describes the connotation,nature and specific content of China's subscription capital system,defines the connotation of the defective capital contribution of this article,and demonstrates the potential harm caused by the behavior of contingent investment under the premise that the registered capital is subject to subscription.The second chapter mainly focuses on the qualifications of shareholders.Starting from the two perspectives of shareholder rights,through analysis of the relationship between them and investment,it concludes that the rights should be reasonably limited;the third chapter summarizes the legislation in China by sorting out the specific provisions of the foreign investor's rights restrictions.Given the deficiencies and problems of its specific rights provisions,such as the existence of ambiguity in the allocation criteria for the allocation of the right to allocate surplus assets,and the unclear restrictions on voting rights,it is proposed that we should draw on extraterritorial related legislation.China should restrict the rights of shareholders and create a expulsion system for shareholders.The fourth chapter is the key chapter of this article.It demonstrates that limiting the rights of shareholders of capital contribution under the capital subscription system in China shall follow the principles of reasonableness,appropriateness,equal rights,and distinction,and impose limits on the specific rights of shareholders and limit the path;and at the same time,perform obligations according to the shareholders.Situation,if shareholders make up their contributions,they can make up The date of exercise of the corresponding rights;it should be removed if the capital contribution is not made up.The expulsion system of shareholders is not perfect in China,so the author put forward relevant legislative proposals for its specific procedures in order to improve the follow-up related systems that limit the rights of the contributing shareholders.