On The Capital Contribution Liability Of Shareholders Whose Subscription Period Has Not Expired

The shareholder's capital contribution responsibility is the "foundation of the company's capital system",involving the company's legal minimum capital system,the company's capital issuance and payment system.The current "Company Law" abolished the legal minimum capital and installment payment deadlines,making shareholders' capital contributions more responsibilities than the traditional corporate capital system.Great changes have taken place.Since the “defective capital contribution” in my country's company law system does not include the “subscription period has not expired”,shareholders enjoy the benefit of the subscription period,and the dominant power of capital flexibility does not seem to belong to the company,but is in the hands of the capital shareholders.The scope and performance period of capital contribution obligations that can be independently agreed upon.However,when the company does have a capital need after its establishment,there is no clear mechanism to require shareholders who have not fulfilled their capital contribution obligations to pay their shares.This undoubtedly deprives the company of its own right to determine whether the capital contribution is due or not.In essence,it is still a contract law thinking that replaces and damages the company's independent personality and the right to dispose of its own property under the actual payment system.Sacrifice corporate autonomy to ensure the remnants of the thinking of funding.The core goal of the subscription system should be to enable the company to independently determine when the capital contributions are due to be realized according to real-time capital needs,and to determine when the capital contributions are due and receive according to business needs,so as to achieve the simultaneous matching of capital supply and demand.Shareholders cannot clearly foresee the company's future capital needs at the time of establishment.It is very likely that a shortage of capital when the company is in urgent need of capital but is not due,the mismatch of capital supply and demand is actually more serious than under the actual payment system.Attention should be paid Fto the company's creditor's right to contribute capital and grant the company the right to call for shareholder's capital contribution under certain circumstances.If necessary,the company can apply to the court to enforce the creditor's right of capital contribution,so as to achieve the effect of expediting the expiration of the capital contribution period except for bankruptcy and liquidation.After the "subscription period has not expired" equity is transferred,the transferor still needs to assume supplementary responsibilities,and this kind of responsibility is a "liability related to capital contribution." The company must first exercise the right of direct claim to the company's shareholders(transferees),and only then can claim the rights to the equity transferor when the shareholders cannot meet their demands.This way can achieve the goal of balancing "equity circulation" and "replenishing capital."...