Research On The System Of Called-up Capital Under The Background Of Capital System Reform

Under the subscribed capital system,the Company Law relaxes the provisions on the minimum registered capital and the time limit of the capital contribution,but does not give guidance to the arrangement of the payment of the capital contribution,let alone add the supporting rules of called-up capital.The rules of called-up capital relate not only to calls within the company,but also to external calls.In the internal relationship of the company,there is little discussion on the balance of interests between the company and the shareholders,shareholders and shareholders,but the internal disputes related to the "calls" in practice are not uncommon.This paper discusses the subject rules,term rules and liability rules of the internal "calls".In the external relationship,the existing research mainly discusses whether the capital contribution obligation of shareholders should be accelerated,and rarely discusses the capital contribution capacity of shareholders.This paper analyzes the path of the protection of creditors’ interests under the subscribed capital system with the ability of shareholder contribution as the core,and puts forward the specific realization path.Specifically,the chapters are as follows:Introduction,this paper describes the background and significance of the topic,summarizes the research status of this issue through literature review,and explains the basic ideas,main contents,research methods and so on.In the first chapter,this paper points out that there is an imbalance of interests between shareholders and shareholders,shareholders and companies,shareholders and creditors under the subscribed capital system.At the same time,the existing system has failed to solve the above three imbalances.Therefore,it is necessary to construct the system of called-up capital.In the second chapter,this paper analyzes the suitability of the relevant subjects of the called-up capital system through the normative analysis method,including the suitability of the company,other shareholders,the creditors of the company as the calling subject and the suitability of the interested party as the called subject.In the third chapter,this paper discusses the basic rules of internal "calls".The part of the subject rules mainly discusses the executive body of the call within the company when the company calls for capital contribution.In the part of the term rules,by sorting out the court judgment and theoretical point of view,this paper probes into whether the company can call for the capital contribution under the circumstances of "not agreeing on the time limit of the capital contribution" and "the time limit of the capital contribution is not reached".In the case of "the time limit of the capital contribution is not up to",the effectiveness of the unreasonable time limit of the capital contribution and the resolution of the shareholders(big)to advance or postpone the time limit of the contribution are discussed respectively.In the part of liability rules,this paper discusses the responsibilities of shareholders and the responsibilities of directors.In the fourth chapter,this paper discusses the path and realization of the protection of creditors’ interests under the subscribed capital system.First,this paper analyzes the path of the protection of creditors’ interests,and points out that the key to the protection of creditors’ interests lies in the capital contribution ability of shareholders.Then,this paper analyzes the challenge of capital contribution ability to the formation and maintenance of corporate credit under the subscribed capital system.Finally,on this basis,this paper puts forward the innovation of the principle of capital maintenance under subscribed capital system.