Company Law Shareholders’ Capital Contribution System

The current Companies Act， put forward some suggestions for improvementof China’s actual situation.The main content of this paper is divided into four parts：Part I： General principles of the shareholders’ capital contribution system.Shareholders’ capital contribution means that in order to obtain the company’sshares， the shareholders according to the laws and provisions of the Constitutionand the agreement， pay a certain amount of property to the company， or fulfillother payment obligations. The system is able to reflect the security value of thetransaction， the efficiency of the transaction value， and to ensure that the balanceof the main interests of market transactions.Part II： Comparison of shareholders’ capital contribution system in newCompany Law. Compared with the original Company Law， the existing CompaniesAct allows shareholders to pay money in installments， reducing the registeredcapital amount， expanding the form of shareholders’ capital contribution. Suchprovisions， because the company adopted the statutory capital system and theminimum registered capital， the capital contributions of the shareholders and otherforms of restrictions， the invisible influence company’s development. The currentcompany law adjustment of the original company law， more reflects theshareholder ’s right to autonomy， but also pay more attention to the company’sassets credit.Part III： The plight of the existing Company Law shareholders’ capitalcontribution system. In the company of the non-cash contribution， the value ofshares changes intensely; shareholders’ registered capital of the relationship betweenthe installment payment system to shareholders between shareholder rights， butalso worth exploring legal issues; In addition， the lower the statutory minimum capital is apt to cause malformations parent and subsidiary companies， the interestsof the subsidiary shareholders and its creditors.Part IV： Perfecting the System of the existing Company Law shareholders’capital contribution. Equity financed value， value assessment should be carried outand clear equity contribution value of the time， and eliminate the differencebetween the shareholders to fill the responsibility; in the power of restrictions onpaid-in capital， should be excluded from the association of the voting rights ofshareholders to determine the shareholders the right to question and to determinequantitative criteria of the shareholders’ rights. Rules deformity parent andsubsidiary companies，shall introduce the system of legal personality denied and thesecond to deny the regime to prevent the company personality to abuse of thewrongful acts and shareholders.