The Construction Of Rules For The Realization Of Capital Contributions Under The Subscription System

Shareholder capital contribution is the core of company capital system.The reform of the subscribed capital system has changed the one-off actual payment of the shareholders’ contribution under the paid-in capital system.The shareholder’s subscription behavior,which constitutes the commitment of the civil and commercial law,belongs to the civil law to set the burden for themselves.In essence,the establishment of a creditor-debtor relationship has been established.That is to say,the subscription of capital contribution is the company’s creditor’s rights to shareholders.Company law is a group law,then,when analyzing the specific issues of the company’s investment claims,it should be accompanied by group law thinking.The investment creditor has the special attribute of the group law in the subject,content and term.Therefore,it is necessary to return to the company law itself to choose the path to realize the creditor’s right.On the issue of shareholders’ unpaid contributions,it is necessary to establish the status of the company as a positive creditor.It gives the company more initiative in the realization of the investment credits.On this basis,a directors’ call-up procedure will be established.In certain circumstances,the board of directors sends a call-up notice to the shareholders who have not paid the capital.The board of directors urges the shareholders to complete the actual payment of the capital contribution,so as to realize the realization of the company’s capital.The main research work of this paper can be described as follows.Firstly,combined with the background of the 2013 corporate law reform,it will be analyzed that the type of the current corporate capital system in China.Then the attribute of the legal relationship between the company and the shareholders regarding the formation of capital contributions needs to be explored under the subscription capital system.Secondly,because company law is group law,it is necessary to analyze the relationship between the company and its shareholders and the particularity of the capital claim from the perspective of group law.Furthermore,it can be emphasized that the contract law path has limitations in resolving investment credit.Thirdly,by studying the specific rules of the UK and the US directors’ call-up system,establish rules for the combined realization of capital claims with considering the actual situation in China.