The System of Shareholders’ Capital Calls: Creation, Structure and Orientation Abstract： Keywords：

Abstract

Article 17 of “Interpretation III of the Company Law” delineates the legal liabilities of shareholders with de - fective capital contribution. While it falls short of establishing a comprehensive disqualification mechanism for shareholders, it does offer a judicial guideline regarding the validity of corporate resolutions pertaining to shareholder removal. However, this article conflates shareholders’ disqualification with the loss of sharehold - ers’ rights, leading to qualitative disputes and enforcement challenges. Article 51 and Article 52 of the revised Chinese “Company Law” added the shareholders’ capital calls system, marking a significant legislative ad - vancement in the system of shareholders’ loss of rights. This move by lawmakers addresses the rampant issue of shareholders subscribing to registered capital without fulfilling payment obligations, thereby regulating commercial practices. By employing comparative legal analysis, the distinction between the shareholders’ loss of rights and disqualification systems can be elucidated, aiding in a deeper understanding of legislative delib - erations surrounding the disqualification system’ s role and function.