An Analysis Of Cases About Shareholder Contribution Responsibility Under The System Of Subscription

At the end of 2013,the new “Company Law” was promulgated,and Company registration system has been implemented to the registered capital subscription system.This drastic reform has lowered the threshold for the establishment of the company,stimulated the enthusiasm of the public investment and business,and the companies have sprung up all over the country,followed by the “ten yuan company” and “billions of registered capital” Anomalies have also occurred from time to time,the process of creditors' interests protection has been frustrated,and the public has been worried and questioned about the company's capital credibility.Under such a circumstance,whether the company's shareholders' capital contribution obligations can be fulfilled in advance,what the results about the capital reduction without notifying the creditors in accordance with the law,and what about the responsibility of the transferor and the transferee in the equity transfer,that are hot issues.However,The court gave contradictory reasons for the referee and different judgment results on the answers of these questions.The reason behind is that while the capital credit to the asset credit transformation of the subscription system is going on,the company law related explanations have not revised and defined the hot issues of shareholders' capital contribution in time.Based on the legal interpretation methodology and the in-depth understanding of the fundamental system of shareholders' limited liability,discusses the understanding of the provisions of Article 13 of Supreme people's court on certain issues concerning the application of the Company Law III,in the case of non-bankruptcy the shareholder shall be compensated for the company's inability to repay the debt when the capital contribution is not in place under the subscription system;the effectiveness of the notice action is relatively ineffective and the shareholder shall be compensated when the company reduces capital without notifying the creditors according to law and responsibilities of shareholders;in accordance with the provisions of Article 18 of Supreme people's court on certain issues concerning the application of the Company Law III,requiring the the shareholders and the assignee shareholders are responsible for joint liability is wrong.The root cause is that the current judicial interpretation imposes fuzzy confusion on the shareholder's responsibility is severely delayed,and should be modified.Finally,specific suggestions are put forward in the conclusion,in order to influence the existing self-willed capital contribution and the evasion of capital accountability,which will help the legislative and judicial practice.