Study On The Responsibility Of Capital Contribution After The Transfer Of Shareholding Under The Subscription System

The "Company Law" has gone through a big change in 2013.On the one hand,it has canceled the company's minimum registered capital requirements,which has greatly stimulated the investors' passion to set up a company.On the other hand,the "Company Law" has ended the history of the payment system,and open the world of the subscription system.The shareholders can decide the time limit and the way they need to pay the money.The system has brought unprecedented prosperity to the capital market and a large number of companies have been established.However,some transferors transfer their shareholdings before they complete the payment as they promised in the beginning.Once the company faces huge debts,the rights of the creditor cannot be realized because the company will not get the enough money from the shareholders.However,there are still no clear legal norms about the new system,so the trial practice always have different opinions.This paper will focus on solving the problems of the allocation of capital contribution after the transfer of equity.Firstly,by briefly describing the current status of the subscribed equity transfer in real life,the author made a simple definition of the subscribed equity from the characteristics,and pointed out the purpose of the writing and the research questions.And thenthe article will talk about whether this kind of equity can be transferred freely and what about the duty of the transferor andthe transferee? Through the analysis of the principle of equity transfer and the principle of capital determination,2the article has made a reasonable judgment,that is,the subscribed shareholding can be transferred,but it must also adhere to the principle of capital determination and the principle of prohibiting the abuse of rights,and through the provisions of laws and regulations,the shareholder's responsibility will focuses on the shareholder's supplementary capital contribution after the transfer of the equity.The main contents of the second chapter include two aspects.On the one hand,it introduces the case of the trial practice after the transfer of equityin details.The author has found 9 related cases,of which 7 cases have been analyzed.From the perspective of the transferor and the transferee,we will study the main direction in trial practice.On the other hand,the authordiscusses the rationality of applying the supplementary responsibility system.Thirdly,the article analyses the various opinions of the scholars,studying relevant domestic and foreign laws.For example,the article 3 of the company law,thearticle 18 of the "Company Law(III)" can support my opinion.On the one hand,although there are many differences between the shareholding and the unfunded shareholding in the period,the full application of the "Company Law(III)" is not proper,but on the other hand,the spirit of "Company Law(III)" is right,it can help the innocent transferee to get rid of the huge debt,which is good for the stability of the society.The article also has applied some Germany laws.And the Germany laws has regulated many rules about the transferor in details.However,it is not reasonable to fully apply the Germany laws,and the author think the reduction of capital procedure can be adoptedinto transferor's capital contribution procedure.As for the transferee shareholders,the author mainly combines the relevant cases of the trial practice and the analogy of the "Company Law(III)" to determine the responsibility of the transferee.In the 21 st century,the economy is developing rapidly,and the implementation of the subscription system has greatly stimulated the passion of ordinary investors to start a business.The term "entrepreneurship" is no longer the privilege of capitalists.Under the system of subscription,every entrepreneurcan find a platform which is more suitable for him.On the other hand,the subscription system has also respondedto the new policy of "public entrepreneurship" and " grassroots entrepreneurship".The author believes that as a new system,although there will be many difficulties at the beginning,as long as we persist in improving relevant laws and regulations,the series of problems brought by the subscription system will eventually be resolved.