A Study On The Legal Issues Of Shareholder Capital Contribution Responsibilities

Modified in 2013,The Company Law established a fully subscribed capital system,aiming to encourage business investment and stimulate the market vigor.However,it did not manage to change the rooted System,which impacted the shareholders' capital contribution obligations and caused a series of new problems.Starting from the reformation of company capital subscribed system and its related problems,This article will define subscribed system,analyze if the path of the shareholders investing liability is in line with the basic principles of the Company Law,and get a conclusion of a reasonable way of shareholder capital contribution responsibilities,that is called the scheme of compulsory execution of capital contribution claims,which can not only make up both the subrogation scheme and the additional shareholders as the subject of the program,but also can protect the interests of creditors without violating the basic principle of company law.In a sense,the scheme of compulsory execution of capital contribution claims can also become a powerful weapon for the court to solve the problem of enforcement.This paper is divided into four parts,including:Chapter 1Referring to the Company Law modified in 2013,Chapter 1 discuss that when a company is unable to repay the debt,creditors can only be paid by the company's property,rather than investigate and affix the responsibility for capital contribution of shareholders.However,there are still methods to do this.Chapter 2The second Chapter discusses the subrogation scheme.The relationship among creditors,companies and shareholders seems to conform to the constitutive requirements of subrogation under the contract law.However,due to the particularity of organizational law between shareholders and companies,it is not a common "triangle debt" relationship.Once the application of subrogation is recognized,creditors can find shareholders to pay off at any time,breaking the limited liability of shareholders and the independent personality of the company principles.Chapter 3The third chapter discusses the additional shareholders as the subject of the program.According to the provisions of change and addition,the creditors of the company can directly apply to the court to add some shareholders as the executee,but the practice of adding shareholders directly without trial has produced a series of problems,such as when the shareholders have no objection to the addition,it will cause the infringement of shareholders' rights;when the shareholders raise objection to the addition,the execution will be terminated without substantive review,the creditor can only put forward the way of subrogation litigation and return to the plan of subrogation.Chapter 4Chapter 4 discusses that,combining the advantages of subrogation scheme and the scheme of adding shareholders as Executees,the scheme of compulsory execution of capital contribution claims is derived.In the context of the reform of the subscription system,the contribution of shareholders to the company is actually a kind of contribution creditor's right,which belongs to the company's property.The creditors of the company can pay off the contribution creditor's right by enforcing the company's contribution creditor's right,which can provide a reasonable basis for the acceleration of the maturity of shareholders' contribution,and at the same time,it also realizes the protection of shareholders' entity and procedural rights.