Directors' Call-up Obligations Under The Capital Subscription System

The capital subscription system established by the amendments to the Company Law of 2013 in China has changed the capital registration system in China,and at the same time removed the restrictions on the time limit for shareholders to pay the capital when the company was established.It is true that this change has adapted to the current economic situation,is conducive to stimulating market vitality,encouraging public innovation,and entrepreneurship.However,as the market entry threshold has decreased,the market has been active and has also caused a lot of real problems.The stability of the market order requires follow-up of corresponding supporting measures.China's legislative measures for paying shareholders' contributions are not perfect,which is particularly unfavorable for the protection of the company itself and creditors.The academic community currently divides the registered capital system of each country into three categories,namely,the authorized capital system,the legal capital system and the compromised capital system.The author believes that China's current registered capital system is still a legal capital system,but it is only a relatively loose legal capital system.Based on this relatively loose legal capital system,there are mainly five ways to deal with the implementation of shareholders' capital contribution obligations:(1)the procedural law path;(2)the contract law path;(3)the bankruptcy accelerated expiration path;The litigation speeds up the expiration path;(5)the director's call.The above four kinds of paths are studied in the theoretical field,but the research based on the directors' call path is not very common.Therefore,the author tries to study the system of call collection under the capital subscription,and proposes the regulation of the payment of capital by the shareholders of China.Some of my own insights.The first chapter of this paper discusses the origin of the system of credit collection under the capital subscription system in China.The author discusses the nature of China's capital subscription system from the reform of China's capital subscription system,and further clarifies the capital subscription system in China.The institutional risks of the shareholders' capital contribution obligations include the uncertainty of the performance of shareholders' capital contribution obligations,the lack of shareholders' capital payment mechanism and the serious imbalance between shareholders and creditors.Therefore,the author believes that under the capitalsubscription system,a perfect system of directors' collection should be established.The second chapter discusses the legitimacy of the legalization of the burden of directors in China based on the basis of law and the basis of interest.The legal basis of the obligation of directors is generally derived from the social contract theory and the company contract theory.Through comparative analysis,the author thinks that the social contract theory is more in line with today.China's specific national conditions.The directors' call for statutory is conducive to maximizing the interests of the company,shareholders and creditors.Therefore,the author discusses the interests of the legalization of the current Chinese directors' call obligations from the perspectives of company management,creditor protection and the realization of minority shareholders' interests.At the same time,the author introduces two typical cases,which are intended to illustrate the importance of the call-to-collection mechanism under the current capital subscription system and the responsibility of directors for breach of the obligation to call.The third chapter is the extraterritorial legislation of the directors' call collection system under capital subscription.It compares the director system of Japan and the procedures for the collection of directors in Britain and the United States.It analyzes the advantages and specific contents of foreign institutions and improves the directors of China.The collection system provides valuable lessons for reference.The fourth chapter attempts to construct the system of call collection of directors in China,mainly expounding the fulfillment of the burden of directors' call and the responsibility of breaching the burden of directors.In the former part,the board of directors is authorized to make a payment,analyze the specific circumstances in which the directors call for capital contributions,and determine the specific procedures for the directors to collect the capital contribution.In the latter part,the author analyzes the rationality of the director's liability for breach of the call obligation,clarifies the responsibility of the director for breach of the obligation to make a call,and establishes the specific commitment of the director's responsibility.