Research On The Balance Mechanism Of Shareholders’ Capital Contribution And Interest Under The Subscription System

Since the revision of the Company Law in 2013,the comprehensive subscription system has been implemented.The debate about the contribution of shareholders under the comprehensive subscription system has never stopped.The contribution of shareholders is the fulfillment of the shareholders’contribution obligations,which should be done by the sponsors or shareholders of the company.Under the comprehensive subscription system,which gives shareholders the maximum right and freedom of investment and the autonomy space of the company’s capital operation,the company’s capital system is improved,the independent operation of enterprises is maintained,and the historic reform is made,which breaks through the control over shareholders’ contribution.The implementation of the comprehensive subscription system has reserved the elastic space for capital and realized the relatively flexible allocation of capital between the company and the shareholders.However,the institutional reform is accompanied by the emergence of new problems.Under the subscription system,the shareholders’ default contribution will affect the interests of the relevant subjects of the company and lead to the interest imbalance,which is an urgent problem to be solved in the theoretical circle and judicial practice.The company’s capital is significantly insufficient due to the shareholders’ non-payment of capital contribution,and the operation is stagnant;Shareholders’ default of capital contribution harms the interests of other shareholders and increases the burden of property;Shareholders abuse the interest of the time limit to prevent creditors from realizing their claims,harming their interests;Shareholders abuse the independent status of the company’s legal person or the limited liability of shareholders to maliciously avoid debts,etc.which causes conflicts of interest between the company,shareholders and creditors.However,the current Company Law stipulates that the measures to regulate shareholders’default capital contributions are not perfect,and there are no complete supporting measures to support the implementation of the subscription system,which makes it impossible to realize the liberalization of shareholders’ capital contribution while taking into account the interests of the company,shareholders and creditors,and lacks a balance mechanism for the interests of various rights subjects.Therefore,from the perspective of regulating shareholders’ capital contribution,this paper puts forward suggestions for establishing and improving the supporting measures for the implementation of the subscription capital system in China’s Company Law,Including call-up capital rules,the rules of loss of rights of shareholders,the participation of creditors in corporate governance,the clarification of the applicable conditions of the legal person personality denial system,and the improvement of information disclosure rules,so as to provide reference for solving the problem of shareholder capital contribution under the current subscription system.