On The Capital Contribution Liability Of Shareholders Whose The Deadline For The Payment Of Capital Contributions Has Not Yet Expired Under The Reform Of The Subscription System Of Chinese Company Law

After the Chinese company law was amended to the Subscription capital system in 2013,although the cost of starting a business was reduced,the number of enterprises and the registered capital of the company increased,there were many problems in the protection of creditors and the contribution of shareholders.Due to the fact that the shareholders of the company under the subscription system are freer to invest and the rules for the liability for capital contribution are not perfect,the problem of shareholders’ capital contribution after the reform is particularly obvious.Facing the legislative reality of the company law,it is more practical to clarify the confusion under the existing system and to improve and support the corresponding system.In this process,balancing creditor rights and shareholder rights is more beneficial to the company’s development.We should recognize the measures of China’s subscription system reform and the registered capital system to determine that China is still the legal capital system."Subscription" is different from "actual payment".Compared with the current payment of the actual payment system,the long-term nature of the contribution under the subscription system will inevitably increase the uncertainty of capital contribution.In the case of long-term payment,shareholders may generate capital liability problems based on objective conditions or maliciousness.Taking the typical case--Shanghai Xiangtong Company v.Haoyue Company and other equity transfer disputes as the starting point,it is more appropriate and intuitive to consider the capital contribution liability of the shareholders who has not yet expired their contributions under the subscription system.From this case,three main problems can be found: when the company is unable to pay off the debts due,it will have conflicts between the shareholders’ term interests and the shareholders’ capital contribution responsibilities;when the shareholders carry out the equity transfer,the transfer liability and transfer problems will be generated;A flawed reduction in registered capital will raise the issue of the scope of shareholder liability.For the first problem,the system of accelerating expiration should be stipulated in the case of protecting the shareholders’ term benefits.For the company’s dilemma,a call system that conforms to the reality of China’s company law should be established to link the provisions of the "Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China(III)",and achieve the purpose of fulfilling the capital contribution liability of the shareholders.For the second problem,the equity transfer of the shareholders whose maturity period has not expired is not necessarily to evade the capital contribution liability,and the equity transfer in this case should be allowed.However,in order to avoid the shareholder’s use of equity transfer as a means to evade the capital contribution when the company is unable to repay the debt due,we should establish a liability-bearing system in which the assignee assumes the ultimate liability and the transferor assumes additional liability.For the third problem,the company should be allowed to reduce its registered capital in the case where Shareholder’s contribution has not expired.The flawed reduction in registered capital does not affect the effectiveness of the act of reducing registered capital.The act of reducing registered capital is still valid but cannot be used against creditors who have not been notified and announced.At this time,the liability should be undertaken in such a way that the company assumes liability within the scope of the original registered capital including the amount of capital reduction,and the shareholders of the company assume the liability for the supplementary liability within the scope of the reduction of the company’s capital contribution.Shareholders who have not reached the capital contribution period in the reduction of the company’s registered capital can no longer claim the term benefit when they assume additional liability.