Study On Issues Of Shareholder’s Defective Capital Contribution Under The System Of Subscription

The "Company Law"(2013)made substantial changes in the corporate capital system.The capital system,as an important part of the modern corporate system,is the basis of the stability of the corporation and market.In addition to the laws,administrative regulations and the State Council decisions,the thresholds of the establishment of the limited liability company as well as a joint stock limited company has been lower to cancel the minimum registered capital restrictions,the implementation of a full subscription system,but also to cancel the statutory verification procedures.The reform of the capital system has aroused great social repercussions,many people think that shareholders can arbitrarily determine the capital contribution and capital contribution time;moreover,flawed investment behavior has been out of the stage of history."Although many laws have been explained regarding to the shareholders of the defects related to the responsibility and rights restriction,there are still many deficiencies.This paper focuses on the topic of capital contribution of shareholders,and reviews the history of China’s capital system reform and analyzes the connotation of the capital system;meanwhile,analyzes and draws the important conclusions that the flawed investment behavior still exists with crucial danger under the subscribed capital system;furthermore,this paper emphasizes the performance of the typical flawed investment behavior and legal consequences,and investigate the civil liability of different subjects,emphasizing the restrictions on the equity investment.Finally,the author puts forward some suggestions on improving the civil liability system and the legal consequences of the shareholder defect.Trying to systematically study the related issues of shareholder flaw financing,which aims to regulate the behavior of shareholders’ defective investment under the subscribed capital system.This article is divided into five parts,the full text of about 30,000 words.The first part is to deepen the recognition of the capital system;furthermore,to explain the existence of defective investment behavior on the basis of the recognition of the capital system.This paper reviews the reform process,historical background and legislative thinking of the Company Law of the People’s Republic of China.Under the background and policy guidance of the Company,the Company Law carries on the angle and the different adjustment to ensure the capital system to adapt to the market demand better than trading security,promoting the economic development.Analysis of the connotation of the subscription capital system has been done in details,and the systematically definition has been given about its extension and related content.The analysis of the current misunderstanding of the flaws of the society and further explore the subscription capital system has not changed the shareholders’ obligation to pay,which draw the conclusion that the capital system under the defective investment behaviors not only exist,but also profoundly influent the market which must be regulated.The second part examines the main types of shareholder flaw financing to better understand the legislator’s legislative intent and real purpose.This paper focuses on the study of the three kinds of typical flawed investment behavior of false capital,false capital contribution and fled capital contribution.It focuses on the analysis from the specific connotation and the standard of the standard,and makes a better interpretation from the paid capital system to the subscribed capital system.There are new changes in the connotation extension and recognition criteria.The third part is to discuss the legal consequences of defective investment behavior.Focusing on the limitations of the rights of the shareholders of the defective shareholders,especially the special restrictions on the shareholders of the voting rights.To discuss the shareholders’ removing system,which means when the shareholder of a seriously violated the obligation to pay,the company can take the most stringent measures,that is,shareholders lose their rights.Finally,the paper analyzes the effectiveness of the transfer of equity behavior by the defective shareholders during the existence of the company.The fourth part discusses the civil liability of shareholder defect.It focuses on the analysis about bearing different forms of responsibilities of the defective shareholders of the company,other shareholders and creditor.And it analysis the corresponding responsibility of other shareholders,corporate directors,senior management and intermediary agencies shareholders due to defects in the capital.The fifth part is about the proposal of perfecting the legal system and the legal consequence regulation of civil liability for shareholder defect.By analyzing the existing"contract law" and its judicial interpretation of the shortcomings and comparing with the previous text,the defective shareholders of the legal consequences of the law should improve the shareholder removal system and protect the defective equity transfer of shareholders’ rights.In the civil legal system,it should ensure that the company has the right to request the defective shareholder to pay the compensation of the company due to defective behavior losses,active and prudent application of the system of personality denial,to strengthen the protection of creditors.Finally,in order to prevent and punish the dishonesty investment behavior,this morning to establish an integrated enterprise information disclosure system,with the credit rating way to constrain the shareholders,take a multi-system joint behavior to play a deterrent effect on the flaw.