| In the second half of 2013,due to reducing the cost of establishing a company and improve entrepreneurship enthusiasm,the highest organ of power in the country cancelled the minimum registered capital restrictions,as well as the form of fully paid capital provisions.The owner of shareholder rights and the company freely agree on the actual period of investment,shareholders may first enjoy the equity and then pay the equity during the investment period.Plentiful non-funded equity of limited companies have emerged,and the requirements of shareholders’ credit and potential economic strength are more and more strict.Some shareholders who do not contribute capital often hope to evade the obligation of capital contribution by transferring equity to the inside and outside before the expiration of the agreed period of capital contribution.To some extent,this behavior is likely to damage the true capital of the company and the legitimate rights of creditors Benefit.Compared with the equity transfer after the expiration of the term of capital contribution,about responsibility,the Supreme People’s Court about apply to the regulation of the company law of the People’s Republic of China2 "(Ⅲ article 18)3has already been used.The term of the equity rights of a shareholder whose investment obligation is not due shall not expire after the shareholder transfers the equity rights,who shall bear the responsibility for the contribution of the subscribed equity are still blank areas regard to the current law of company and its judicial interpretations.In order to clarify how to divide the liability of capital contribution after equity transfer,the article analyzes whether the equity subscribed can be freely transferred before the period of capital contribution in the first chapter.Then,on the premise of affirming that the subscribed equity can be freely transferred,this paper discusses whether the existing theory of capital contribution liability can solve the problem between the free transfer of shares and the real payment of capital.Finally,put forward some suggestions to subscribe for the transfer of shares after the transfer of shareholders should assume the primary obligation of capital contribution,and the transfer of shareholders should assume the supplementary responsibility of part of the equity transferred by the shareholder fails to pay the capital contribution within a certain period.The system of corporate capital subscription is a good innovation system.Its implementation not only stimulates the "grassroots" entrepreneurial enthusiasm,but also increases and provides a large number of jobs for the society.In the process of implementation,there will inevitably be the alternation between the newly promulgated legal system and the old promulgated laws,which will lead to the different application of laws.Therefore,perfecting the supporting legal mechanism of the system reform and making up the legal loopholes of the issue of investment liability after the transfer of equity will help the subscription system to better serve the society and create a beautiful and orderly economic prosperity. |
