| The registered capital system is the main component of today's corporate credit system and is the key to the company's legal survival.The company is a product under the social commercial operation.From the perspective of its limited liability,it is to protect the interests of investors.From the perspective of its implementation of a registered capital system,it aims to publicize the limited liability of investors and facilitate the Reduce the cost of corporate creditors' screening of their creditors and reduce the risk of the company's creditors and non-strength companies in establishing creditor's rights and debts,so as to achieve a proper balance between the limited liability of investors and the interests of corporate creditors.It can be said that the company's registered capital system has a mission to balance the interests of investors and creditors since its inception.In 2013,China's "Company Law" was approved by the Standing Committee of the National People's Congress to vote on the latest revision,which has led to extensive discussions between academic and practical circles.This revision referred to the “Company Law” as the most significant change,mainly including the following aspects: First,the previously implemented company's registered capital actual payment system was changed to the company's complete company registered capital subscription system,and the shareholders' time limit for the company's capitalcontribution.It is entirely at the discretion of the shareholders and is no longer subject to payment by an ordinary company within two years.The investment company's contribution is paid in full within five years.Second,it reduces the company's minimum registered capital requirement,and cancels the originally implemented minimum capital contribution of the company.The regulations of 10,000 yuan and the minimum registered capital of 100,000 yuan for one-person limited company have greatly reduced the threshold for the establishment of the company.Third,the requirements for the proportion of initial capital contribution and the minimum monetary capital contribution have been eliminated,which has greatly increased the efficiency of capital utilization by the company's sponsors.The most important feature of this "Company Law" reform is the establishment of a fully subscribed registered capital system over the basic national conditions in China.Its purpose is to stimulate the entrepreneurial enthusiasm of market investors,increase the utilization of social capital,and optimize the socialist market in China.Economic structure,and by reducing the threshold of registered companies,simplifying the company's establishment conditions and other measures,in order to China's socialist market economy.However,as the starting point of this reform is to artificially stimulate the economy rather than the aforementioned reforms,it has not been adapted to China's current social and economic development needs,resulting in this reform has not formed a complete system design and related supporting measures.Under this background,the balance between the interests of third parties,mainly corporate creditors,and the interests of the company and shareholders,has become increasingly prominent.This has also led to fierce discussions in the academic community on issues relating to shareholder capital contribution under the subscription system.The author chooses the time limit of shareholder's capital contribution as a breakthrough point for the study of the balance of interests of the three parties under the subscription system.When there is a conflict between the shareholder's term interest and the creditor's protection,discuss how to make fair value selection.This article focuses on the issue of the shareholder's capital contribution period under the full subscription system and is divided into the following sections for discussion.The first chapter mainly discusses the basic content of the newly revised "Company Law" on the reform of the company's registered capital payment system.The most significant feature of the 2013 Corporate Law amendment was the establishment of China's registered capital system that officially entered the era of full subscription.This chapter mainly introduces the connotation and characteristics of the fully registered capital subscription system and the nature of the reform.The complete subscription system reform does not change the nature of the legal capital system in China.The shareholders of the company still need to recognize the registered capital of the company at the time of setting up the company,so as to pave the way for the discussion of the issue of the postponement of the shareholder capital contribution.The second chapter mainly discusses the relevant legal issues of the shareholders' agreement on the capital contribution period.First of all,the author analyzes the legal nature of the shareholders' ability to freely agree the capital contribution period,and confirms that the shareholder's capital contribution period is the time limit benefit granted to shareholders by the “Company Law” rather than a right.It involves the issue of when shareholders should invest.There is no question of whether shareholders should be funded.Secondly,the issue of how the capital contribution period should be agreed is not clearly stipulated in the "Company Law." Does this mean that shareholders can freely agree on the capital contribution period and should not be subject to any restrictions? The answer should be negative.From the point of view of the contract law and the organizational law,the author discusses the effectiveness of the capital contribution period that has been agreed in practice.Then,with regard to the issue of the time limit for capital contribution in the company's articles of incorporation that appears in reality,the author has referred to the related theory of unscheduled claims to discuss this situation.The third chapter mainly discusses the legal issues related to the change of shareholders' investment deadlines.First of all,the author proceeded from the twodimensions of the capital contribution deadline and the extension of the capital contribution period,selected the perspective of the contract law and the organizational law,discussed whether the shareholders can freely change the capital contribution period in the form of a resolution of the shareholders' meeting,paid in advance,or due to the company's The changes that take place in actual operations require extending the period of capital contribution or evading the debts of the company's creditors,thus maliciously extending the time limit for capital contributions.The author believes that although the “Company Law” does not clearly stipulate the shareholder's issue concerning the change of the capital contribution period,the company can theoretically extend or shorten the capital contribution period as long as the shareholder meeting passes.However,the term of the shareholder contribution period itself has the attributes of the contract law and the organizational law.From the perspective of organizational law,allowing shareholders to arbitrarily change the capital contribution period will cause great damage to the creditors of the company.Therefore,laws and regulations in China should regulate the division of the issue.The fourth chapter mainly focuses on the issue of the duration of the shareholders' contribution period.It mainly includes two cases: the normal maturity of the investment period and the abnormal expiration.In the part of abnormal maturity,it is divided into the accelerated expiry of the capital contribution period in the event of bankruptcy and the accelerated expiry of non-bankruptcy conditions.The academic community has controversies over the issue of early-term shareholders' term of maturity under non-bankruptcy conditions,which are mainly divided into: Some scholars mainly proceed from the perspective of corporate creditors' interests,and affirm that under such conditions,the capital contribution period should be recognized as early as possible.Some scholars are mainly based on clear laws and regulations in China that have not yet solved this problem,which negates the fact that the funding period can be expedited;some scholars believe that the expiration of the funding period under such circumstances should be determined according to the specific circumstances.The author believes that regardless of the company's bankruptcy or non-bankruptcy conditions,as long as the company fails to pay off the company'screditors due debt problems,it should allow the company's creditors to apply for the company's shareholder capital contribution deadline in advance. |
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