Research On Shareholders' Responsibility For Capital Contribution Under The Subscribed Capital System

In 2013,the Company Law was amended to establish the capital subscription system.It is worth affirming that the establishment of subscription capital system has stimulated the entrepreneurial enthusiasm of market investors,improved the utilization rate of social capital,optimized the market economic structure of our country,played a positive role in implementing the functions of administrative organs and promoting economic development.As a new registered capital system,subscription capital system has great advantages of reform and innovation in our country.But everything has two sides.While the subscription capital system has positive effects,it may also bring various transaction risks.For example,in the current situation of imperfect market regulation and social integrity mechanism,the phenomenon that shareholders fail to fulfill their investment obligations or evade their investment is more rampant,and the phenomenon that the company’s capital is seriously insufficient may become more prominent.As a probe for the further development of the socialist market economy in the future,the reform of registered capital registration system has already become a established fact.At present,we should focus on grasping the new problems caused by the reform of subscription capital system,and the company law and judicial interpretation have not given explicit solutions,so as to find out a series of targeted solutions and paths.At the same time,we should improve the supporting measures to implement the capital contribution responsibility of the subscription capital shareholders,ensure the smooth implementation of the subscription capital system,and make the capital system better serve corporate governance.This text is divided into four parts,the first three parts are the main body,the fourth part is the conclusion of the article.The first part of the article is an overview of the subscription capital system and shareholders’ contribution.Firstly,this paper briefly introduces the nature of the subscription capital system,then outlines the positive and negative effects of the establishment of the subscription capital system,and then briefly expounds the obligations of shareholders to contribute capital and the responsibilities of shareholders to contribute capital.In the second part of the article,the existing problems of the shareholders’ investment responsibility mechanism are analyzed at various levels.It is pointed out that under the impact of the new system of subscription capital,the existing shareholder’s contribution responsibility system in China has resulted in the weakening of shareholder’s contribution,the flaws in the burden of proof and the standard of proof of shareholder’s contribution,and the backward supporting publicity and evaluation system have seriously affected the protection of creditors’ rights and interests.Subsequently,the article detailed and analyzed the problems and shortcomings of shareholder’s contribution responsibility system under the subscription capital system.The purpose is to lay the groundwork for the following recommendations.The third part of the article is to put forward specific and targeted countermeasures after a reasonable study and demonstration of the problems found above.It is suggested to introduce a series of measures,such as the system of disregard of corporate personality under the new situation,the system of appraisal and verification of physical investment,and the system of accelerating the expiration of shareholder’s investment,to solve the problem of the shareholder’s investment falsification in the current shareholder’s investment responsibility system in China.It also requires further clarification of the burden of proof and the standard of proof of shareholders’ contribution,and elaborates the detailed measures and requirements for the construction and improvement of the enterprise information publicity system matching the subscription capital system and the systematization of market credit evaluation.The conclusion part summarizes the whole paper.