The company is a great institutional innovation in the history of human development. The limited liability system of shareholders of the company system, to a large extent, dispels investors' concerns, reduces investment risks, and greatly releases the enthusiasm and enthusiasm of social investment. The wealth of Western societies has grown rapidly in just a few hundred years, and the "limited liability system" of corporate shareholders has played a great role in promoting it. At present, the company is already the main enterprise type in the market economy of our country. Article 3 of the Company Law of China stipulates: "The shareholders of a limited liability company shall be liable to the company within the limit of the amount of capital contribution they have subscribed to; The shareholders of a joint stock limited company shall be liable to the company to the extent of the shares they have subscribed for. Under the company system with limited liability of shareholders, what is the appropriate amount of registered capital of the company? The scale of registered capital of a company is affected by many factors, such as business needs, shareholders' investment ability, etc. The size of the company's registered capital is not the more the better, nor the less the better. The shareholders' contribution obligation is the most basic obligation of the shareholders to the company. The shareholders' failure to fulfill the contribution obligation not only damages the interests of the company, but also damages the interests of the creditors of the company, so they should bear the legal adverse consequences. This paper will discuss the issues related to shareholders' contribution obligation, shareholders' accelerated contribution and shareholders' legal liability for not fulfilling their contribution obligation.

一、Shareholder investment obligation

The capital contribution obligation of the shareholders of a company refers to the obligation of the shareholders of a company to pay their subscriptions to the registered capital in full and on time in accordance with the articles of association of the company. The capital contribution obligation of corporate shareholders is the most basic obligation of corporate shareholders to the company. When a company is established or capital is increased, the shareholders of the company may make capital contributions in currency, or in physical goods, intellectual property rights, land use rights and other non-monetary property that can be valued in currency and transferred according to law. As far as the form of monetary contribution of the shareholders of the company is concerned, the investment standard is relatively clear: the currency is deposited on time and in full into the account opened by the limited liability company in the bank, that is, the shareholders' contribution obligation is fully fulfilled. For the non-monetary contribution obligation of shareholders, the investment standard is more complicated, and the following requirements should be paid attention to: (1) The non-monetary assets contributed by shareholders must be evaluable and transferable assets. Non-assessable or non-transferable assets cannot be used as shareholder assets, such as labor services, collective land use rights, etc. (2) The shareholder's contribution to non-monetary assets shall be assessed, and the assessed value of the non-monetary property shall not be lower than the price determined in the articles of association. If the non-monetary contribution is not assessed, because the actual value of the non-monetary property is not in line with the amount priced in the articles of association is not clear, when the parties request that the investor has not fulfilled the obligation of investment, the court will entrust a legitimate appraisal institution to evaluate, and then compare the assessed amount with the amount priced in the articles of association to determine whether the investor has fully fulfilled the obligation of investment. If the assessed value of non-monetary assets is lower than the amount priced in the articles of association, the shareholders of the company have not fully fulfilled their obligation to contribute. (3) Non-monetary investment needs to be in place in a timely manner. Among them, non-monetary assets that do not need to be registered for ownership changes should be delivered in time, such as inventory goods; For non-monetary property that requires registration for ownership change, such as land, houses, equity, etc., equal attention should be paid to ownership change and actual delivery of the property, that is, the property should not only be actually delivered to the company for use, but also be registered for ownership change, otherwise it is not fully fulfilling the obligation of capital contribution. In the establishment or capital increase of the company, the shareholders of the company shall fully fulfill the obligation of capital contribution.

二、Accelerated contribution by shareholders

Accelerated contribution by shareholders means that the shareholders of a company pay their subscriptions to the registered capital of the company in advance of the expiration of the time limit for payment of the registered capital as stipulated in the articles of association. As for the registered capital payment time, China has long implemented the registered capital payment system since the implementation of the Company Law in 1993, that is, the shareholders of the company should pay the registered capital in place when the company is established or increased, and carry out capital verification to ensure the maintenance of the company's capital. After the amendment of the Company Law in 2013, the registered capital was changed from the paid-in system to the subscription system, that is, there is no payment requirement for shareholders to subscribe to the registered capital when the company is established, and the specific payment time is independently agreed upon by the company's articles of association. Under the registered capital subscription system, shareholders freely agree on the time limit of investment payment in the articles of association, which is an interest of the company law. To the extent that the company can pay its external debts, such term benefits are recognized and protected. However, under legal circumstances, the shareholders of the company no longer enjoy the benefits of the time limit, and shall accelerate the investment in accordance with the law and pay the investment in advance. Specific circumstances are as follows: (1) enterprise bankruptcy. Article 35 of the Enterprise Bankruptcy Law of the People's Republic of China provides that after the people's court has accepted the bankruptcy application, if the investor of the debtor has not fully fulfilled the obligation of capital contribution, the administrator shall require the investor to pay the capital contribution, without being limited by the time limit of capital contribution. (2) Dissolution of the company. Article 22 of the Interpretation of the Company Law (II) stipulates that at the time of dissolution of the company, the capital contribution not yet paid by the shareholders shall be regarded as liquidation property; The shareholder's outstanding contribution shall include the outstanding contribution which is due to be paid and the contribution which has not yet expired shall be paid in installments in accordance with the Company Law. (3) Other circumstances. Article 6 of the "Nine People's Records" stipulates that under the registered capital subscription system, shareholders enjoy the benefits of the term according to law; Where the creditor requests the shareholder who has not completed the time limit to pay supplementary compensation for the debts that the company cannot pay off due on the ground that the company cannot pay off the debts that are due, the people's court shall not support it; However, the following circumstances are excluded: In the case of the company as the person subject to enforcement, the people's court has exhausted the enforcement measures and has no property to be executed, and has the reasons for bankruptcy, but does not apply for bankruptcy; After the company's debts are incurred, the shareholders (major) of the company will decide or extend the period of shareholders' contribution by other means. Therefore, under the registered capital subscription system, the interests of the company's shareholders in the period of payment of registered capital are protected by law, but the subscribed capital is not a blank check that never needs to be cashing. In addition to the contribution required by the company's shareholders at the expiration of the contribution period, the company's shareholders also need to accelerate the contribution and pay the subscribed registered capital in advance under legal circumstances such as bankruptcy and dissolution.

三、Shareholders fail to fulfill the obligations of the legal liability

Failure of shareholders of a company to fulfill the obligation of capital contribution means that the shareholders of a company fail to perform or fail to fully perform the obligation of capital contribution of shareholders. The capital maintenance principle, also known as the "capital enrichment principle", states that a company should maintain assets equal to its total capital during its existence. The shareholders' failure to make contribution violates the principle of capital maintenance of the company, which damages the interests of the company and the interests of the creditors. If the shareholders of the company fail to fulfill the obligation of capital contribution, they shall bear the legal adverse consequences in addition to the agreed liability for breach of contract (if any). The legal adverse consequences that shareholders may bear if they fail to make their contribution are as follows:

1. Fulfill the obligation of capital contribution. The shareholders of a company shall pay their capital contribution in full and on time according to the articles of association of the company, which is not a blank check. If a shareholder of the Company fails to perform or fully perform his obligation of capital contribution, the Company or other shareholders shall have the right to require him to fully perform his obligation of capital contribution to the Company. If a shareholder of the company fails to pay his contribution obligation and causes losses to the company, the shareholder who fails to pay his contribution obligation shall also compensate the company for losses, such as interest. In addition, if a shareholder of a limited liability company transfers its shares without fulfilling or fully fulfilling its investment obligation, the assignee knows or should know that the company may, in addition to requiring the shareholder to fulfill its investment obligation, also require the assignee to bear joint and several liability for it.

2. Shareholders' rights are limited. If the shareholders of the company fail to fulfill their obligation to contribute capital, the company may, in accordance with the articles of association or the resolution of the shareholders' meeting, make reasonable restrictions on the rights of shareholders such as the right to claim for profit distribution, the right to preemption of new shares and the right to claim for distribution of residual property. The Company shall have the right to urge the shareholder to fulfill the obligation of capital contribution by restricting the right of the shareholder who has not fulfilled the obligation of capital contribution. If the shareholders of the company do not fulfill the obligation of capital contribution, their shareholders' rights may be limited.

3. The qualification of shareholders is terminated. If a shareholder of the company fails to fulfill the obligation of capital contribution, the Company may, through specific procedures, revoke the shareholder's qualification. Where a shareholder of a limited liability company fails to fulfill his obligation to make capital contribution, and if he still fails to make the payment within a reasonable period after being urged by the company to do so, the company may revoke the shareholder's qualification by a resolution of the shareholders' meeting; If a subscriber of a joint stock limited company fails to pay the amount of the shares it subscribed for on time and still fails to pay the amount within a reasonable period after being called by the company's promoters, the company's promoters may raise additional shares. It should be pointed out that, compared with other legal consequences, the disqualification of shareholders is more severe and more final, so it only applies to the occasions where shareholders fail to fulfill their investment obligations, but this rule does not apply to the situation where the company's shareholders fail to fully fulfill their investment obligations. In addition, after the qualification of the shareholder who has not made the contribution obligation is discharged, since the contribution subscribed by the shareholder is still in a hollow state, it is necessary to reduce the "empty" amount of the shareholder's uncontributed part of the registered capital of the company through capital reduction, or other shareholders or a third party to pay the "empty", which is the obligation of the company after the qualification of the shareholder who has not made the contribution obligation.

4. Bear supplementary compensation liability. As mentioned above, the shareholders' failure to fulfill the obligation of capital contribution damages both the interests of the company and the interests of the creditors of the company. In the event that a shareholder of a company fails to perform the obligation of capital contribution and damages the interests of creditors of the company, the creditors of the company shall have the right to require the shareholder to bear supplementary compensation liability for the unliquidated part of the company's debts within the scope of the principal and interest of the non-capital contribution. It should be noted that this supplementary liability is limited to the shareholder's uncontributed principal and interest, and only applies to debts that the company cannot pay, such as corporate debts that cannot be executed in full. In addition, if a shareholder of a limited liability company transfers its equity without fulfilling or fully fulfilling its contribution obligation, and the assignee knows or should have known about it, the creditors of the company may require the assignee to bear joint and several liability for the supplementary compensation of the shareholder; After assuming the liability, the assignee may seek compensation from the shareholder who fails to perform or fully perform the obligation of capital contribution, except as otherwise agreed by the parties.