Research On The Company’s Calling Up Of Capital Under The Subscription System

Registered capital is the material guarantee for the development of a company,which has multiple functions such as providing operation funds and guaranteeing transaction security.Under the institutional framework of China’s company,registered capital is equal to the total amount of capital subscribed by shareholders.For the purpose of stimulating the vitality of enterprises,mandatory provisions related to shareholders’ contribution have been abolished from the current Company Law,shareholders gain the rights to decide the amount and deadline of contribution by themselves.However,since China’s company is actually owned and controlled by its shareholders,and these shareholders tend to pursuit interests,the registered capital ought to be mastered is dominated by the shareholders on the contrary.As a result,the balance among the company,the shareholders and the creditor is broken.There are some problems in the existing measures,such as unclear legal basis and incomplete value measurement,which is difficult to effectively correct the alienation tendency of shareholders’ investment.In this way,calling-up for capital contribution becomes the internal choice for countries and regions to solve the problem of shareholder’s capital contribution.According to Article 6 and 17 of Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China(Ⅲ),sponsors of limited company and company with limited liability can call up for capital,which means the company has the right to call up for capital.But the regulations are too abstract to be put into use.This shows that the call right of our company only has the function of declaration in terms of articles,and has not yet risen to an effective system at the legislative level.When the company needs shareholders to fulfill the obligation of capital contribution,the issues such as who calls,what kind of situation can be called,and the guarantee of call effect need to be further clarified.The purpose of the call system is to realize the dominant power of the company in capital operation.The motivation of the company’s call is the actual demand for capital.This demand may be either because of the company’s operation needs or from the external pressure of the creditors.Once the call resolution takes effect,it also involves the issue of the shareholders’ paid in capital.Therefore,the construction of call system should cover a set of complete procedural mechanism.First of all,the subject is the directors with professional management knowledge,in the implementation of the case,the individual directors perform the duty of call.There is no contradiction between the essence of directors’ call and the centralism of the shareholders’ meeting in China.The object of call is the shareholders who have not yet paid in their capital,it is difficult to expect the possibility of the shareholders’ meeting passing the call resolution in good faith,and the directors,as the professional managers of the company’s property,are more able to undertake this task.Secondly,the application of call includes but is not limited to the case of the maturity of external claims.Although registered capital has the function of credit guarantee,the value of capital should be first positioned to provide the needs of the company’s operation,not limited to the repayment of the company’s debts.It can be said that the company’s operating conditions are the basic criteria for directors to judge when to call.Finally,as the internal procedure mechanism of regulating shareholders’ contribution,the call system needs the shareholders’ timely cooperation in the contribution.Therefore,in the process of calling,the directors must strictly follow the reasonable form elements,form an effective call resolution of the board of directors in advance,and inform the shareholder in writing of the performance of the call the reasonable period of contribution shall be reserved afterwards.In addition,in order to ensure the effectiveness of the call resolution,it is necessary to appropriately allocate the legal responsibilities of directors and shareholders.The duty of calling on directors is the due meaning of duty of care.If the directors do not have sufficient information and implement the call resolution in the idea of maximizing the company’s interests,resulting in the substantial consequences of the company’s damage,they shall bear the corresponding liability for compensation to the company.However,the system itself has insufficient deterrent power.To strengthen the legal responsibility of the shareholders is also to better achieve the effect of call and protect the legitimate rights of the company and its creditors.