| The reform of the subscribed capital system in 2014 did not change the fact that the current capital rules in the Company Law are mostly still based on the paid-in capital system. They are unable to adapt themselves to the "New Normal" of post-reform capital structure in which the company only has a capital claim against the shareholders. Firstly, it is urgent to stop the inappropriate expansion of the scope of capital claim's creditor to individual shareholders. The creditor should only be the company itself. Secondly, the legislative requirement of setting a contribution due time in the initial articles by the shareholders should be abolished. The due time should be decided by the company itself in the form of the resolution of the shareholders' meeting or the board of directors. As to the acceleration of the contribution due time, the compulsory enforcement approach combines the advantages of the two existing approaches and is the only reasonable and feasible solution lex lata. Thirdly, the principle of real capital payment requires that the contribution obligation cannot be released, postponed, renovated or replaced. The offset by shareholders is forbidden and that by the company restricted. However, the transfer, pledge and compulsory enforcement of capital claim are not restricted by the principle of real capital payment. Only the transfer price is subject to the restriction of the directors' duty of diligence. Last but not least, the principle of capital maintenance requires that the registered capital instead of the paid-up capital should be the scale used in company distribution. The capital claim should be depreciated when the shareholder obviously lacks the ability to pay the contribution or a due date of contribution is set in the articles and the value difference thus produced hinders the distribution of profit to the shareholders. Only in this way the liability guarantee function of registered capital can be reestablished and ensured. |
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