Refinement and Functional Adjustment of the Shareholder Call Default Disqualification System
The 2023 revision of the Company Law introduces a shareholder contribution system of forfeiture of rights for non-payment of a call to replace the previously implemented system of urging and expulsion.This reflects not only the necessity of the system of limited-time capital subscription requirements within the framework of the new company law,but also embodies a richer normative connotation concerning company capital,shareholder investment,and corporate governance.Academic focus on the system of forfeiture of rights for non-payment of a call requires not only further normative review and legal exploration,but also the further accumulation and summation of judicial application experience.The main topics for improving the norms of the system of forfeiture of rights for non-payment of a call include important procedural issues such as whether the urging decision must be made by resolution,as well as substantive obstacles such as whether the grace period for disqualification due to non-payment will become a shield for shareholders to delay capital contribution.To improve the system,we should start from the perspective of enhancing the company's capital system,activating the governance function of the board of directors,and establishing a modern corporate governance system.We should delicately design the system of forfeiture of rights for non-payment of a call,clarifying the nature and scope of disqualified shareholders'responsibilities and the board's resolution responsibilities.Additionally,we should provide a reasonable application sequence for the company to dispose of disqualified equity through transfer,capital reduction,and alternative shareholder contributions,thereby ensuring the system functions properly.
Forfeiture of Rights for Non-payment of a callTime-limited SubscriptionSystem FunctionEquity TransferSubstitute Contribution
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