The Obligation Of Capital Contribution After The Transfer Of Subscribed Shares

The establishment of the company’s registered capital subscription registration system gives the company the right to decide on the duration and amount of the subscription,not only brings investment enthusiasm to the market,It’s also good for jobs.However,the law has not yet made any institutional arrangements for the transfer of shares free of charge and who will bear the responsibility for capital contributions after the transfer.In practice,The disputes arising from gratuitous transfer of shares mainly focus on the determination of the responsibility of follow-up investment,that is,who should bear the responsibility for capital investment after the transfer of shares.However,the law does not specify the responsibility for the transfer of shares to shareholders who do not contribute within the subscription period.After the transfer of shares before the capital contribution period,there are many disputes in judicial practice as to whether the obligation of capital contribution belongs to the transferring shareholder or the transferred shareholder.Under the background of the introduction of the subscription system,the transfer of unfunded shares of shareholders is common in the trading market.According to the company’s Articles of association and laws,the shareholders’ obligations are contractual obligations and legal obligations.For the good of the shareholders,it is a legal act for a shareholder not to contribute during the subscription period.Above the present rules of the law,it is not illegal or permissible for a shareholder to transfer his or her unpaid shares within the capital contribution period.The focus of the liability dispute between the newly transferred shareholder and the company and the creditor is whether the transferred shareholder bears the subsequent liability or not.Subsequent funding obligations will affect the adequacy of the company’s capital.Legislative lags provide room for interpretation in judicial practice and lead to different judicial decisions,even in the same case.Even if analysis and reflection on the outcome of judicial decisions,it is found that the two parties who support and oppose the transfer of shareholder’s responsibility have differences and disputes on the value choice of protecting shareholder’s interests and creditors’ interests,the legal application of judicial interpretation of article 18（3）,and the understanding of whether the contribution obligation can be transferred.From the point of view of equity nature rather than capital rule,this paper expounds that equity right and obligation unit originates from the identity of company shareholders,the formation of the identity element of shareholder qualification originates from the integrity of identity and obligation,The separation of rights after the shareholder status can not force the company to exercise the separation of status and obligations.At the same time,This paper analyzes the exception of shareholder’s contribution and the guarantee responsibility of shareholder’s contribution in order to avoid the obligation of contribution.This paper summarizes the responsibility system of capital enrichment in equity transfer.At the same time,the relationship between the change of a person’s company and the joint and several liability of the shareholders of the company’s debt,The difference between supplementary liability and accelerated joint and several liability is discussed,as well as the increase in the number of persons to be enforced against the background of accelerated due date.At present,The amendment to the company law is back on the legislative agenda.Therefore,it is an urgent task to grasp a series of financial responsibility after transferring without compensation,to give better play to the advantages of the financial contribution system and to revise and perfect the corporate law system of our country.