Comment On The Dispute Case Of Capital Contribution Liability Between Yi’an Company And Haoyue Company

After the revision of the Corporate’ capital system in 2013,the subscribed capital contribution system was formally stablished.The new subscribed capital system allows entrepreneurs to have lower star-up costs,thus promoting the surge in the number of enterprises across the country.The subscription system effectively stimulates the vitality of the capital market,but there are also some legal problems,such as creditorprotection,shareholders’ capital contribution(including shareholders abusing the interests of capital contribution period,allocation of capital filling obligation after the transfer of overdue equity),etc.The case of Yi ’ an company suing Haoyue Company is a typical case of shareholders’ liability for capital contribution dispute.Because Haoyue company can not pay off the debt due,there are a series of problems such as the allocation of the company’s contribution to fill the obligation,the date of assuming the obligation and so on,which eventually led to Yi’ an company filed a lawsuit against Haoyue Company.This case has three main controversial points: first,the effectiveness of two capital changes of Haoyue Company;second,how the shareholders of Haoyue Company implement the capital filling responsibility and the specific responsibility content;and finally,whether the shareholders of Haoyue Company can apply the accelerated maturity system.The disputes in this case mainly focus on the effectiveness of the two capital changes of Haoyue company,how the shareholders of Haoyue company bear the responsibility and scope of capital filling,and whether the accelerated maturity system can be applied to the shareholders of Haoyue company.The first issue of the case: Two capital changes of Haoyue Company.The company’s capital increase process is valid,because there is a legal and valid company capital increase resolution,the investor did not violate the obligation of capital contribution,the investor and the company for the relevant industrial and commercial change registration.However,Hao Yue Company’s capital reduction process,capital reduction resolution has major procedural defects.If Hao Yue Company according to the invalid resolution to conduct business registration,shareholders,directors and supervisors of the company have the right to reject the registration.The second issue of the case is to identify who is responsible to fill the capital of Haoyue Company.The outstanding equity has been transferred,and the transferee are supposed to take the responsibility of capital filling based on the identity of the shareholder.Based on the principle of capital filling under the subscription system and the protection of creditors’ interests,the transferred shareholders take the responsibility of filling the company’s capital.According to this,Mr.LIN should be identified as a direct contribution to the subscribed capital obligations,and Mr.MAO in the scope of not actually paid contribution to Lin cannot contribute part of the filling responsibility.In the same way,Mr.JIE are supposed to take the obligation of capital contribution that should be paid.However,Mr.Xu cannot assume supplementary responsibility for the part of the capital contribution to Mr.JIE in the scope of the original unpaid capital contribution.The third focus of the case is whether shareholders can apply the accelerated maturity system.The subscribed capital contribution is the company’s liability property,so creditors can ask the court to force shareholders to pay outstanding contributions.Therefore,in the subscribed capital contribution period,Mr.Xu,Mr.Jie,Mr.Lin need to perform the contribution obligations in advance.Since Mr.Mao’s capital contribution period has expired when the lawsuit is filed in this case,Mr.Mao does not need to fulfill the capital contribution obligation in advance,so Mr.MAO is not applicable to this accelerated maturity system.