| In order to promote the rapid development of the socialist market economy and reduce the threshold of market access,the investment and business environment is better.Our country revised Company Law in 2013,abandoned the system of paid in capital and changed it into complete subscription system.At the same time,the State Council promulgated The Registration System Reform of Registered Capital.Content refinement spirit and the concrete operation will be the registered capital subscribed system,so that people can be more intuitive understanding of the registered capital subscribed system has come to our side,so that investors feel the subscribed system brings convenience and new possibilities.The implementation of the registered capital that the full implementation of pay system and related measures,optimize the business environment,ignited the enthusiasm for investment,more and more young people in the subscribed system no longer struggling because the lack of the first barrel,actively involved in entrepreneurial forces.At the same time,their own business have created many employment opportunities for China's socialist market economy to flourish a cardiotonic.But the registered capital subscribed system is still a new thing,most of the main commercial mode of thinking has not timely change,also some blind investors in the company at the beginning of the establishment did not fully understand the specific mode of operation of the new system,less anticipated the potential risks and legal liabilities under the subscription system.After a period of practical inspection,the registered capital subscription system has gradually exposed some serious problems,especially some shareholders regard their subscribed contribution as a never-ending check.Once the registered capital subscribed through publicity,it means is agreed to change their obligations with the company as a legal obligation,to shareholders of the capital subscribed by it within the scope of responsibility for the company and other shareholders,creditors and other economies associated with their occurrence.Everything has two sides,although the registration capital subscription system hasadvantages,there are risks at the same time.The risk of investors is the risk of the company,the risk of the company will inevitably affect the relationship with its economies and related creditors.Although the problem has not been extensively broke out,but if you do not improve the supporting system as soon as possible,in the near future there will be more and more investors and creditors will suffer,thus becoming the universal social problems.Therefore,we must study the registered capital subscribed and the shareholders of relevant legal obligations in-depth,thorough research,and the common problems in the practice and the existing solutions will often be analyzed,which is conducive to China's existing system leak filled,the company was established in the healthy and rational environment,and to become a qualified market main body.This paper through to the four part of China's limited liability company in the registered capital subscribed under the obligation of shareholders' contribution liability system research: the first part is the overview section of the registered capital paid recognition system,and introduced the definition briefly,classification of the current system of capital capital system in the world and China's capital system the development can be seen,the subscription system gives shareholders investment arrangements more flexibility,giving the company capital greater flexibility and mobility,relative to the paid system itself has many advantages,China is using the subscription system is completely conform to the trend of historical development.The second part mainly introduces several countries the capital system and the shareholders in violation of some special or different from his country's remedy legal liability when the obligation of capital contribution and accountable system,sat with the vertical and horizontal comparison and analysis of three-dimensional,draw lessons from the capital system of others,can be found in China.Payment system vulnerabilities can also find solutions for practical problems has emerged in china.The third part summarizes and analyzes the content of shareholder's contribution obligation,the principle of liability fixation and the specific types of liability.Through the analysis it can be seen that the biggest difference between the subscription system and the actual payment system is that the law cancels at least how much capital the company establishes and when to deliverthe capital.In the stage of the paid system,the company must reach the statutory minimum amount of capital must be founded within two years after the paid up registered capital,and through the verification of legal procedures;and subscription system,registered capital,paid in what time how these are funded by the shareholders of the company agreed.But the same is once subscribed registered capital,it must be in the range of subscribed within the scope of the obligation to bear the obligation of capital contribution,and size will not change,namely from the paid subscription system to system does not lead to shareholder's obligations and the scope of change,all shareholders bear the registered capital is still under the obligation of capital contribution the total subscribed capital,shareholders that still completely coincided with the registered capital of the sum.And once the violation of their own recognition of the investment obligations,also bear the corresponding legal responsibility.Thus,someone will say since the law will be the registered capital with delivery period length is decided by the shareholders themselves,in order to expand the interests of shareholders,is 1 yuan registered capital of the company,and the payment deadline set more than the average life of a nation.In fact,the registered capital of the size represents the company in the business activities of the ability and credibility,subscribed capital is large or small,there may be suspected of fraud,under the effects of the market economy will be gradually phased out;And the investment period is not according to the practical situation of the company,certainly is not too long for liquidity and stable development of the company,and the company once the capital debt,creditors are likely to be forced into bankruptcy liquidation or liquidation procedures,this company will not only have no way to go,obligation of shareholders' contribution will also accelerate the maturity.Moreover,if the shareholders do not fully fulfill their obligation to invest,they still have to bear the corresponding administrative responsibility and civil liability.For the three crimes which need to be investigated for criminal responsibility(false registration capital,escape capital and false investment)is also limited to the law,administrative regulations and the State Council's decision to implement the paid in system of registered capital,but more than three crimes stillbelong to illegal behavior in the Company Law of the ban.There are detailed provisions in the chapter of legal responsibility in the company law and the regulations on the management of company registration.At present,civil liability is the main responsibility of regulating shareholders' contribution.There are not only the shareholders of breach of contract or promoters,but also the responsibility of shareholders and creditors.The fourth part through the agent's case,there have been problems in the practice of our country(such as shareholders or fulfill the obligation of capital contribution,the determination of nominal shareholders and actual shareholder responsibility allocation,the articles of association of the company is not agreed or agreed by the investment period investment period,shareholders in the disputed claims after prolonged period of investment in creditor's right due to not to achieve the agreed investment period and before the company is insolvent for shareholders of acceleration mechanism etc.)were analyzed and presented in the trial practice generally accepted opinion or solution.Finally,some investors subscribed under the system risk prevention strategy,with words,first of all,suggest that the government should strengthen the rule of law propaganda,the beginning of the establishment of the relevant legal knowledge training for investors in the company,set up rational company;secondly,the subscribed under the articles of association of the company shall be recorded with the relevant rights and obligations to shareholders and government management department of registration;third,encourage enterprises to join the relevant industry associations and industry associations to promote the development of this industry and the basic norms and standards,strengthen self-discipline;fourth,government departments actively change ideas,from the past market leaders gradually transformed into market services,further improve the corporate credit information publicity system the company's business and asset status more transparent,strengthen the protection of the interests of small shareholders;fifth,gradually improve the duty of shareholder The legal system of accountability,strengthening the protection of creditors' interests,optimizing the business environment.The registered capital of just pay system that established in our country,although the application process exposed many problems,but the development and progress of the space is still very great,as long as the government,companies and investors can cooperate with each other,forward hand in hand,the registered capital subscribed system must be able to make our country's rapid economic development. |
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