Study On Conflict And Coordination Of The Exercise Of Shareholders' Rights Under Subscription Capital System

At the end of 2013,the capital system of the company law of China had been revised,On the basis of the original partial payment system,the control of the capital of the company is further liberalized,and the capital system is transformed into the capital recognition system.At the same time,the amendment cancelled the statutory minimum amount of registered capital,the shareholders contribution for time limit,the limitation of capital verification procedures,it gives companies and shareholders more freedom and autonomy space and bringing great establishment and development of the company.Many companies have provided a longer subscription period for shareholders,and the long-term payment of unpaid contributions by shareholders will be more common,legal and not in violation of company regulations under the fully subscribed system.This is quite different from the case of the flawed shareholder.In this case,whether the shareholders could enjoy the full rights of shareholders,and whether they should limit the rights of the shareholders who have not paid.If there is no restriction,the shareholders who have not fulfilled the obligations of capital contribution shall exercise the full rights of shareholders.It is obvious that it violates the principle of unity of rights and obligations,interests and risks in civil and commercial law.The conflict of shareholders' rights will not be conducive to guiding shareholders to pay their contributions in full and on time.If it is to be restricted,which shareholder rights should be limited.The core of this amendment is the establishment of the subscription system.,with corresponding supporting system construction is not perfect,and our company's autonomy is not standard,lead to conflicts in the shareholder's right to exercise without effective coordination.Therefore,it is necessary to analyze our country subscribed impact on shareholder rights,compare different capital system of shareholders' rights conflict coordination,so as to put forward some coordination under subscribed shareholder's right to exercise the solution of the conflictThe first chapter is about The subscribed an overview of the shareholder's rightto exercise,through to the subscribed under the present situation of shareholder's right to exercise thinking,put forward the problems existing in the shareholder's right to exercise,imperfect laws and regulations,the company main autonomy is not standard,shareholder rights conflict,etc.In the second chapter,the a paper analyzed the impact of Subscribed system on the exercise of shareholders' rights,not only analyzes the subscribed system of beneficial rights and procedural rights,the inherent power and the inherent power,the right of shareholders and minority shareholders alone power,etc.The influence of different types of shareholders' rights,and analyzes the new shares subscribed to receive dividends,pre-emption rights,distribution of residual property rights,voting rights,for the influence of shareholders' rightsThe third chapter did the study On the exercise of shareholders' rights under different capital system of conflict and coordination made a comparative study of the legal capital system in our country,for example,authorized capital system in the United States,Britain,for example,the compromise capital system in Germany,Japan,for example,through the comparative analysis,draw some coordination of shareholder rights conflict.The fourth chapter is in view of the subscribed under problems existing in the shareholder's right to exercise,on the basis of the analysis of the above research,proposed to coordinate shareholders right to exercise the conflict solution path,at first is perfecting the legislation,including the adjustment of legislative language and improve the equity withdrawal mechanism;The second is to improve the autonomy of the company,including defining the articles of association,regulating the procedures of the shareholders' meeting.