Changes And Improvement Suggestions Of Shareholders’ Obligation Of Capital Contribution After The Reform Of Corporate Capital Subscription System In My Country

After the 2013 "Company Law" was reformed as a subscription registration system,the number of companies and registered capital under the registration system increased significantly,but there were many problems under the subscription system in protecting creditors and restricting shareholders’ capital contributions.Shareholders are free to make capital contributions under the subscription system,but the capital contribution rules have not become more sound,which has caused many problems for shareholders’ capital contribution responsibilities.The improvement of the system is particularly important at this time.Familiar with the reform of China’s subscription system and changes in the registered capital system to confirm that China is still a legal capital system.How to distinguish between "subscription" and "actual payment",the actual payment system requires the characteristics of immediate payment,and the subscription system has the characteristics of long-term investment,so the subscription system will inevitably lead to increased instability of investment,in the long-term During the payment process,shareholders may affect the full payment of funds due to various subjective and objective factors.Four major problems can be found in these cases.(1)The company registered capital increase is more random.(2)The actual arrival rate of registered capital is low.(3)The term of the registered capital commitment is too long.(4)Promised contribution but actually made false contribution.For the first problem,investment shareholders should consider at least two points when setting up a company to subscribe capital.One is objective factors,such as the size of a start-up’s operations.Two is the actual capital contribution ability and other subjective conditions should be matched as possible as they can to achieve balance.The key to the second question is to make sure that shareholders are paying out in recognition of micro,rational commitment and ensure that the contract can be fully and effectively performed.For the third question,the accelerated expiration of the investment obligation can’t be cut across the board.But how to set the determination standard still needs further study and discussion by scholars.At the same time,they should avoid going back to the mandatory retirement period under the capital contribution system.And in the essay writing process,the state introduced "A nine people outline",and there’re some specifications for accelerating the expiration of shareholders’ obligation of capital contribution at the end of the subscription system.There’re certain constraints in the legal system and it also forms a kind of protection for the rights and interests of creditors.For the fourth problem,the laws won’t make mandatory provisions anymore for the amount of registered capital,mode,capital contribution period and so on.In fact,the law gives such an initiative to investing shareholders and full turst.And it lets them make reasonable arrangements according to company management needs and own strength.It belongs to a kind of legal obligation with the nature of autonomy of will.So basically,the registered capital subscribed by shareholders of a company is not a blank check that need’t be cashed.The capital contribution obligations of shareholders has already established and determined when they are at the time of company registration.And any behavior of fake capital contribution is against the law.And they will still be restrainted strictly and punished by legal norms.For instance,"The contract law,"The company law",etc.