A Study On The System Of Registered Capital In China

In 2013, Company Law Amendment of the People’s Republic of China(“Company Law Amendment”) reformed the capital system of our Chinese companies. It changed the installment payment system of the corporate registered capital into the registered capital subscribed system, which is a great system innovation. During 20 years from 1993 to 2013, with the development of the economic society, our company registration capital system underwent from the primary strict legal capital system, installment payment system to the subscribed capital system, i.e. from strictly legal to gradually loosen change. As the basic system of the corporate legislation, the corporate capital indeed has impact on the situation as a whole. Therefore, to study the registered capital subscribed system has theoretical significance and practical significance.The corporate registered capital subscribed system refers that the funding or capital stock amount corporate registered by the corporate registered capital for all shareholders registered in the company registration authority. The shareholders perform the payment obligation according the subscribed amount, time and ways stipulated in the corporate constitution. Besides, they bear the legal liability of the company with their subscribed funding or capital stock. The content includes: cancel the legal minimum registered asset limitation and first investment ratio established by the enterprise, cancel the stipulation on the proportion between the cash and investment ratio, allow the shareholders to agree the proportion of cash to the funding, allow the shareholder to agree on the investment period, cancel capital verification system, and adopt subscribed registration system.This paper carries out research on the specific content of the registered capital subscribed system. It lays emphasis on some difficult problems, including: the zero‐capital registration company cannot be established; the registration company with CNY1.0 capital can be established theoretically; the exceptions about the minimum registration capital limitation and the registered capital payment amount come apart from the law, which should be improved; the shareholders can agree on the deadline of the installment payment and funding in the constitution by themselves, but it cannot surpass the business operation time; the shareholders can modify the constitution, and make payment and provide funding in advance, but they cannot extend the installment payment deadline of the registered capital at will; the evaluation on the non‐monetary assets is decided by the shareholders, like self‐evaluation, asset evaluation and organization evaluation; the disadvantages of the capital verification and corresponding regulation means after the capital verification system is canceled, etc.This paper carries out comparative analysis on the corporate registered capital subscribed system, installment payment system, and three major capital systems. The author holds that, the registered capital subscribed system not only retains the capital credit function under the legal capital system, but also gets rid of the disadvantages of “capital threshold” that hinders the enthusiasm for the investment and entrepreneurship; it not only possesses high flexibility of the company under the authorized capital system, but also modifies the disadvantages on protecting the trading safety and creditor; compared with the compromised authorized capital system as the product of compromising with inherent disadvantages, the registered capital subscribed system fully advocates the advantages of the legal capital system and authorized capital system. The registered capital subscribed system not only carries on the advantages of three major capital systems, but also modifies the disadvantages of each system, which has considerable foresight and superiority.This paper also studies the theoretical basis of the registered capital subscribed system. The author holds that, it contributes to great development of our domestic economic society. However, the product from immature social credit system under the actual national situation is the objective demand for maximizing the benefits of the capital operation, the result of the right and interest balance between the shareholder and creditor, and also the result from the game on the freedom and regulation among the market, capital and government.On the basis of the above theoretical research, this paper takes the principle of the corporate asset maintenance as the viewpoint, and studies the main problems of the registered capital subscribed system resulting from the corporate operation, including: the shareholders should be allocated with the dividends before the capital is not fully paid; the joint liability of the shareholders of the limited liability companies towards the supplementary payment responsibility should include monetary contribution, and the scope should be expanded to the phrase of increasing the registered capital; if the company does not pay off the due debt, before the court deals with the bankruptcy, the creditor does not have the right to perform direct claim right towards the shareholders who are not in the funding period; under the coexistence of the registered capital subscribed system and paid‐in registration system, three major capital crimes, i.e. false declaration on the registered capital, feigned capital contribution, and flight of capital contribution, are necessary to be remained; capital accumulation fund transferred to paid‐in capital cannot replace the payment obligation of the shareholders; that the company reduces the registered capital standard should be regulated, and the procedure should be further simplified, etc.Finally, this paper holds that, although the registered capital subscribed system of our Chinese enterprise as an important innovation on the corporate capital system has great foresight and superiority, the corporate capital system reform for this time not only amends the registered capital subscribed system and actually makes this system to perform its superiority, but also needs to follow up with the legislation of the corresponding supporting measures. Especially, it should speed up establishing sound corporate information announcement and sharing system and reconstructing the corporate credit mechanism; establish asset maintenance system, and regulate the behavior of damaging the interests of the corporate creditors; improve the judicial litigation system denied by the corporate personality, and regulate the shareholders’ misusing the independent status of the legal person and the shareholder limited liability of damaging the creditor’s interests, etc.