Research On A Company’ Call-up Obligations Under The Subscribed Capital System

The reform of the company’s capital system has established a full subscription system in 2013.For the company,this reform has further loosened the capital control,reduced the establishment cost,and enhanced the operating flexibility.However,it has triggered heated discussions on the protection of creditors’ interests.Under the subscribed capital system,the company’s shareholders can register a company in the administrative agency after subscribing the capital contributions,and the actual payment can be in accordance with the agreed period of capital contributions,which may cause the difference in time between the subscribed capital contribution and the actual capital contribution.In practice,the shareholders of the company subscribe for the capital contribution instead of actually paying the capital contribution,which may cause the company’s daily operations cannot be maintained until the company is dissolved,damaging the interests of creditors.After reviewing the current relevant laws and regulations in China,although shareholder litigation,creditor litigation and other measures have been adopted to protect the interests of the company’s relevant subjects,the agreed period for the actual payment of capital contribution by the company’s shareholders should also be protected by law if it is not due.Faced with the problem of shareholders’ capital contribution caused by the reform of the company’s capital system,in the case of non-bankruptcy,because the law does not clearly stipulate the accelerated expiration of shareholder’s capital contribution obligations,there are divergences in the judicial application.In the case of bankruptcy,although there is an explicit legal basis for the administrator to request the shareholders to pay the capital contribution in advance,but the applicable conditions for the bankruptcy procedures are strict and lagging,so both of them have limitations in urging shareholders to fulfill their investment obligations.The reform of the subscribed capital system has relaxed the pre-supervision,but it has not formed the perfect post-supervision measures.Therefore,it is urgent to learn from the advanced experience measures.Therefore,it is urgent to learn from advanced experience of the foreign capital system,build the system of calling for capital contribution to urge shareholders to fulfill their capital contribution obligations,and solve the current interest disputes caused by shareholders’ capital contribution.