Research On The System Of Shareholders’ Loss Of Rights

In 1993,China’s Company Law was born,and to this day it has undergone several amendments,in which the provisions on the capital regime are being loosened step by step to reduce the burden for the development of enterprises.Under the contributory system,the existing solutions to the problem of defective shareholders’ capital contributions were inadequate,and there was no corresponding solution to the shareholders’ liability in the case of partial defective capital contributions,so Article51 of the Draft Company Law came into being.The current situation that only the non-fulfillment of capital contribution obligations and the total abstraction of capital contribution are regulated,but not the partial capital contribution or the untrue capital contribution is not regulated,is alleviated.At present,there is no provision on the system of shareholders’ lapse of rights in China,so there is no uniform definition for it.However,according to Article 51 of the latest Draft Company Law,the system of shareholders’ lapse of rights refers to the fact that if a shareholder’s capital contribution is not paid in full and on time,and if it is not paid in full within the grace period granted after a call,then the shareholder will lose the right to the unpaid portion.Then,we will briefly introduce the theoretical support,legal characteristics and development history in order to have a complete understanding of the shareholder default system.Both the shareholder delisting system and the shareholder lapse system are created by the company to solve the defects of shareholders’ capital contribution,so they are often considered to be the same system,but strictly speaking,they should not be confused with each other,and they are different in terms of the scope of application,the organ that makes the resolution,and the legal consequences that arise.The lapse of rights system is a new system different from the existing system.Article 51 of the Draft Company Law is the first attempt to establish a shareholder lapse of rights system in the area of the Company Law,but most countries(regions)have long-standing provisions on shareholder lapse of rights system from the perspective of extraterritorial legislation.This article deliberately studies and researches the shareholder default system in some typical countries of civil law system and common law system.Germany is the earliest country to make detailed provisions for both shareholders’ removal and shareholders’ lapse of rights,and Japan’s shareholders’ lapse of rights system has been improved on the basis of learning from Germany,while the common law system of shareholders’ lapse of rights system is mostly left to the company through the articles of association,which has great flexibility.Although the system of shareholders’ lapse of rights solves the shortcomings of the system of shareholders’ removal and shareholders’ rights restriction and has its own value,there are some problems,such as the unclear scope of lapse of rights,the lack of supporting norms of change of registration,the lack of relief for shareholders and minority shareholders in lapse of rights and the legal effect of the notice of lapse of rights once it is issued.The system of shareholders’ lapse of rights is still in the draft stage and has not been implemented,but with the system of shareholders’ removal as a reference,we can take a long-term view and point out the problems that may arise in the process of its implementation in the future,and make corresponding countermeasures in order to better implement it in the future.