Study On The Legal Risk Of Shareholders Under The Subscription System Of Registered Capital

The subscription system is a reflection of the change of the company system in accordance with the times,in line with the general trend of the further development of the market economy in China,and is a beneficial exploration for the prosperity of the market economy.The reform of subscription capital system activates the enthusiasm of investment,optimizes the marketing environment,promotes the economic development,and transforms the functions of the government.However,compared with those countries in which the registered capital system of companies is relatively sound,China still has room for improvement though the subscription system has been established.This leads to the problems that this paper seeks to discuss: how to better avoid the legal risks brought by the subscription system to the shareholders of the company? Those risks include installments,violations of honest credit obligations by insiders,damage to the interests of minority shareholders,inability to fulfill the calling up for payment.In order to avoid or mitigate those risks,this paper sorts out the basic situation of shareholder's contribution,current situation and risk situation of shareholders' legal risks under the registered capital system.Combined with the relevant cases and foreign experiences,the risk caused by installment payment is mitigated from two aspects: strengthening the guarantee liability system of shareholders for the amount of subscribed capital and relaxing the access of capital contribution method.To avoid the risk of lack of honesty and credit obligation comes from two aspects: strengthening the obligation of sincere capital contribution of the members of the company and establishing a complete credit information network publicity system.Protecting the interests of minority shareholders includes three aspects: the perfection of the articles of association agreement,restriction on the voting right of interested shareholders,and improvement on relief after accidents.To regulate the potential risks of not being able to meet the call by setting up a per-call procedure and providing for the disclaimer of directors and disposal of shareholders in the absence of calls.By dealing with these risks,the author hopes to perfect the capital system,form a strong economic operation mechanism,and make our market economy more powerful.