Research Of Legal Issues About Accelerating The Responsibility Of Shareholder's Contribution

After the implementation of the new "Company Law" in 2014,the company's capital changed from the paid-in system to the subscription system.The capital subscription system has relaxed government supervision and given investors greater commercial autonomy.Second,under the influence of the market economy,government functions have also changed.In terms of the establishment of the company,the registration authority no longer checks and checks the company's paid-in capital,and the establishment of the company no longer needs to pass the special capital verification agency prescribed by law to conduct capital verification.This fully shows that under the background of the capital subscription system,the new "Company Law" is a concept that respects the autonomy of shareholders.Shareholders can make appropriate arrangements for the amount of registered capital according to the type of industry and the size of the company to avoid idle funds.However,there are always two aspects of coins.A considerable number of shareholders will abuse the system incentives given by the subscription system to make unreasonable arrangements for the registered capital or payment deadline.When the company is established,it pays a small amount of registered capital or even does not pay,and it does meet the requirements of the law.Because this is under the current capital subscription system,it is the freedom that the law gives shareholders the right to subscribe for capital,and its existence is legal in itself.However,only a small amount of real capital or even no real capital,for the prototype company,actually transfers the transaction risk to the creditor.In other words,it is equivalent to the creditor contributing his own funds to the debt company to support the operation.However,the government's relaxation of administrative supervision in corporate capital and the decentralization of power do not mean weakening or shaking the pursuit of security values.This reform canceled the limitation of the original capital contribution period and significantly weakened the guarantee function of the company's registered capital.In the case of the subscription system,this situation will bring a certain degree of trading risk to the company's creditors.If the shareholders' agreement on the time limit for funding is too long,it may have a certain adverse impact on the interests of the company's creditors.If the interests are not given corresponding protection,it will inevitably affect the development of our national economy.The core of modern company legislation is how to coordinate the issues of shareholders,corporate creditors,social public interests and conflicts of interest between them.Some views hold that in the case of non-bankruptcy dissolution,the accelerated expiration problem can be solved by adding “accelerated expiration system in the case of non-bankruptcy dissolution”;at the same time,some scholars hold the view that solving this problem should be completely Use existing legislative resources.However,the author believes that the addition of the system to the existing resources violates the spirit of the "Company Law" legislation,because from the legislative point of view,the agreement between the shareholders on the time limit for the investment is legal and effective,and the shareholders are properly exercising the law to give them discretion the power to fund the term.Secondly,it caused serious complaints from shareholders.From the perspective of creditors,letting the shareholders of debtor companies work together as a co-defendant is not a litigation strategy to reduce costs and increase profits,because there is almost no reason not to link litigation with shareholders.At the same time,"piercing the company veil" can solve the problem of lack of legitimacy of the path.In the view of our courts,the denial of corporate personality is essentially a way ofrevealing and confirming the status of a legal person who has lost its independent personality.If it is abused in real life,it will have adverse consequences,such as the company's legal personality and shareholders.The foundation of limited liability will be shaken.Of course,in the denial of this level of corporate personality,it cannot be simply applied based on the criteria that the long-term subscription period will bring about a lack of capital.In general,this system is actually difficult to play a substantial role in protecting creditors.Therefore,I believe that bankruptcy proceedings are the only option to expedite the expiration.Realizing bankruptcy liquidation is not the real purpose of bankruptcy.The real purpose is to urge those shareholders who have the ability to contribute actively to fulfill their respective social responsibilities and obligations.It also poses risks for non-performance shareholders to face bankruptcy risks.The role of warnings and bottom lines.However,the warning at this time is not only an incapable force.Second,an effective fund-raising mechanism should be improved.The so-called capital payment system means that within a reasonable period of time,the company will notify shareholders in writing of the amount of capital contribution,time of capital contribution,and mode of capital contribution that the shareholders should pay.At the same time,reminders of shareholders who are unable to meet their capital contribution obligations on time are informed of the unfavorable consequences of failure to perform as scheduled and the legal liabilities that may be faced.