| The major reform on the capital system in the corporate law does not contradict the basic principles of capital system and the related capital contribution obligations or liabilities of the shareholders. The abolition of the requirement on the minimum amount of capital changes only the legal scope of shareholders' obligation of capital contribution or the minimum amount of capital that shareholders are responsible for, rather than shareholders' obligation of capital contribution itself. The shift from the system of capital subscription with limitation to that without limitation merely changes the time period in which shareholders perform their capital contribution obligations. The shareholders' limited liability for the debt of the company is based on the capital they have subscribed for, rather than the capital they have paid in and, as a result of which, the subscribed but not paid in capital shall not relieve shareholders of their capital contribution liability for the subscribed capital they have not paid in. The adoption of the capital subscription system shall not terminate or replace the functions of the paid-in capital, which is still a statutory basis for, inter alia, reflecting the company's actual property status, determining the actual rights enjoyed by shareholders, implementing the company's financial systems and principles, and determining torts against corporate properties. The capital authenticity, including the authenticity of paid-in capital and subscribed capital, is the value choice and legal bottom line that the corporate law system must stick to, has not crossed, and should never cross and it shall not be changed with the elimination of statutory minimum capital amount and the adoption of the subscription capital system. The abolition of the mandatory capital verification procedure does not in any sense negate the legal requirements of capital authenticity, but only alters the means of realizing capital authenticity. |
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