Research On The Responsibility Of Capital Contribution In The Transfer Of Non Paid Equity

The change from paid in system of registered capital to subscription system is a highlight of the revision of company law in 2013.The implementation of the subscribed capital system does bring positive effects such as increasing investment enthusiasm and promoting employment.However,due to the lack of supporting mechanism in the later stage,it also brings a series of problems to be solved.When establishing a company,shareholders are no longer limited by the minimum registered capital and the statutory time limit of payment.Shareholders can independently agree on the amount,time limit and time of subscription through the articles of association.Therefore,there are many shareholders who fail to pay their capital contributions before the expiration of the subscription period in all kinds of companies.Some shareholders maliciously transfer their shares to the shareholders before the expiration of the subscription period in order to avoid the responsibility of capital contribution The assignee who obviously does not have the ability to make capital contribution endangers the interests of the company and creditors.Under the current law,it is not against the law for shareholders to hold the equity that has not been paid in before the deadline of subscription,which should be legal and effective.However,there is no institutional arrangement in the company law on how to transfer the non paid in equity and who should bear the responsibility of capital contribution after equity transfer.In practice,the disputes caused by the transfer of non paid equity mainly focus on the determination of the subsequent investment responsibility,that is,who should bear the investment responsibility after the equity transfer.At present,the revision of the company law of our country has entered the legislative agenda again.Therefore,it is urgent to accurately grasp a series of capital contribution responsibilities after the transfer of non paid equity,so as to give full play to the advantages of the subscribed capital system and better modify and improve our company legal system.This paper is divided into four chapters:Chapter one:first,put forward the question.Then it points out that there are two main problems in the current legal system of capital contribution,namely,he dilemma of the legal responsibility of the non paid in capital There is no clear distribution rules for the responsibility of capital contribution.Chapter two:comparative analysis of judicial cases.This paper makes a statistical analysis of the cases of the contribution responsibility after the transfer of the non paid equity,and shows the judgment results of the cases of the contribution responsibility after the transfer of the non paid equity in recent years in the form of charts and data.On this basis,it selects more typical cases to compare the differences in the judgment results.At the same time,in view of the above typical dispute cases,this paper summarizes the results of the judgment,analyzes the opinions of the court judgment,clarifies the reasons of the court judgment,and finds out the basis of the court judgment and the value orientation of justice.In the third chapter,the author makes a theoretical discussion on the liability of capital contribution after the transfer of non paid equity.This paper clarifies the responsibility of capital contribution from the following aspects:the nature of capital contribution obligation,the external effect of equity transfer,the premise of distribution of capital contribution responsibility after overdue equity transfer,and the value orientation of distribution of capital contribution responsibility.Chapter four:at present,the revision of the company law of our country has been put on the agenda again,so it is necessary to put forward suggestions on improving the system,and explore a reasonable mode of investment responsibility after the transfer of subscribed shares.From the two aspects of the company’s capital contribution responsibility and the creditor’s capital contribution responsibility,as well as the increase of the board of directors’ call procedure,this paper puts forward some suggestions on the solution of the problem of capital contribution responsibility,and explores the legal regulation of the problem of capital contribution responsibility after the transfer of the overdue shares.