Research On The System Of Corporate Capital Call

The new changes in the company capital system originated from the re-revision of the company law in 2013 The revision brought about the registered capital subscription system,which separated the "recognition" and "payment",stimulated the market and encouraged economic development.However,it failed to follow up the corresponding supporting system while changing,resulting in the random setting of the capital contribution period,which depended entirely on shareholders’ self-determination.The problem of "recognition" rather than "payment" became more prominent,resulting in the damage to the interests of companies,other shareholders and creditors.At present,there is not enough legal basis for such problems in company law;In addition,in the existing legal norms,there are almost no pre-procedural provisions on how to ensure that the promoters and shareholders of the company pay their subscribed capital contributions on time and then protect the relevant stakeholders.The requirement of "call-up" is limited to a few legal provisions,and it is aimed at the registered capital at the end of the performance period of capital contribution,so the existing requirement is not enough to completely solve the existing problems.Scholars have also made a series of discussions on such problems in practice,but there are still great differences in theory.For example,if there are many controversies,under certain conditions,whether it is possible to apply the "accelerated maturity" path(accelerate the premature maturity of the capital contribution obligations that have not yet fulfilled the deadline),and consider whether it is possible to "sacrifice" the shareholders’ interests to guarantee debt settlement.However,due to this path,it has encountered some resistance at the level of legal provisions and judicial application.Therefore,in order to solve such problems,China’s company law really urgently needs to perfect and formulate a set of reasonable legal system on corporate capital call,so as to adapt to the existing capital subscription system and implement it.After perfecting the establishment of the call system,the call system can urge the shareholders to fulfill their capital contribution obligations and exert psychological pressure on shareholders,so as to reduce the phenomenon of "refusing to pay",deliberately extending the payment period and maliciously damaging the interests of creditors;It also fills the problem of high cost and lagging relief in accelerating the implementation of bankruptcy;At the present stage,the scope of non-bankruptcy accelerated maturity is too narrow in practical application.This paper is written from the following four parts,which are respectively from what is the company’s capital call system,what important functions it has,and the applicable role of the call system in the company’s internal and external;What are the reasons why China needs to build and improve the call system,including the lack of corresponding systems to assist the implementation of the subscription system,the potential risks of capital payment,and the shortcomings of the current call standard;On the perfection of the calling system,it is proposed to design the calling subject,object,applicable situation,responsibility and other angles on the basis of existing legal norms,and then form a systematic concrete construction and perfection of the calling system.This paper systematically expounds the outstanding problems in theory and practice brought about by the reform of the company system,and analyzes the supporting basis for perfecting the capital call system.By drawing lessons from the excellent system experience at home and abroad,this paper puts forward that we should focus on the construction of the call pre-procedure within the company,and continue to improve the entities and procedures of the existing system,finally,we intend to find a set of suggestions that can meet China’s national conditions and get a reasonable and applicable company capital call system.