公司资本信用常常被认为对债权人起到了信号功能和担保功能，是公司存在的基础之一。在资本形成的问题上，2023年新《公司法》对全面认缴制进行了矫正的立法选择，对公司资本流入端供给了更多样的制度选择。立法的取向围绕这股东出资义务的性质展开。其兼具法定性和约定性，功利主义哲学和不完备合同的特征为立法介入股东间出资协议提供了必要性层面的依据。但是，立法介入的程序受制于强制与自治的边界。既有的规定过分假债权人保护之名，加重了资本充实责任，致使倒逼股东间催缴义务，又缺乏权利行使规则，引起责任寒蝉。应破除物权式解纷思维，关注公司组织体特征。因股东出资义务兼具法定性和约定性，所以在不影响第三人的情况下，股东出资应有充分的自主决定空间，避免资金浪费。股东间约定的出资期限、董事会认为公司经营需要要求股东提前出资时、法定的五年期限制、公司无法清偿到期债务之际债权人行使代位权等等不同的时间节点对于构建具体的股东出资义务缴纳约束措施有着不同的影响。董事会的催缴通知在上述不同的时间节点会引起不同的法律效果。现行立法中董事会、股东、债权人的各方权利义务关系杂糅，充斥着语焉不详的连带责任。应对不同阶段的股东出资约束予以不同的关注。股东间连带责任不是保护公司债权人的利器，失权程序也不应作为唯一催缴未缴的后果。在股东出资约束缴纳机制下，应关注瑕疵出资出现的时间/公司运行状况，甄别发起不同的约束机制。总归而言，要以权利行使制度为核心：董事会催缴权（约定到期）、股东间催缴权（约定到期，瑕疵股东不应有权）、债权人代位权（公司不能清偿到期债务且股东出资到期）、债权人非破产加速到期请求权（公司不能清偿到期债务且股东出资未到期）；应明确义务，包括出资义务（向公司履行）和催缴义务（法定期到期时）；应削弱责任规则：废除设立时瑕疵出资连带责任、破除资本充实责任下的瑕疵股权共同承担模式、向其他股东承担违约责任由股东约定、股东间资本充实责任设为例外、明确催缴主体的“相应的责任”。唯有在股东出资的“认”与“缴”之间构建一套相对完备的体系化规则，梳理权义责的各自顺位，才得以使平衡股东投资热情和债权人保护的配套规则体系化。

Corporate capital credit is often regarded as a signal and guarantee function for creditors, and is one of the foundations of corporate existence. On the issue of capital formation, the new Company Law in 2023 corrects the legislative choice of the full subscription system and provides more diversified institutional choices for the company‘s capital inflow side. The orientation of legislation revolves around the nature of the shareholder‘s contribution obligation. Its characteristics of both legal and contractual, utilitarian philosophy and incomplete contract provide the necessary basis for legislation to intervene in the investment agreement between shareholders. However, the process of legislative intervention is constrained by the boundary between coercion and autonomy. The existing regulations are too false in the name of creditor protection, which increases the responsibility of capital enrichment, forcing the shareholders to call for the obligation, and the lack of rules for the exercise of rights, resulting in the chilling of responsibility. We should get rid of the thinking of property right and pay attention to the characteristics of company organization. Because the shareholder‘s investment obligation is both legal and contractual, so without affecting the third party, the shareholder‘s investment should have enough space to decide independently, so as to avoid the waste of funds. Different time nodes, such as the investment period agreed between shareholders, when the board of directors thinks that the company needs to require shareholders to contribute capital in advance, the statutory five-year limit, and the exercise of subrogation right by creditors when the company cannot pay off due debts, have different influences on the construction of specific restraint measures for shareholders‘ investment obligations. The call notice of the board of directors will cause different legal effects at the above different time nodes. In the current legislation, the rights and obligations of the board of directors, shareholders and creditors are mixed up and full of vague joint and several liability. Different attention should be paid to the restriction of shareholders‘ contribution at different stages. Joint and several liability between shareholders is not a weapon to protect the creditors of the company, and the forfeiture procedure should not be the only consequence to call for unpaid. Under the constraint payment mechanism of shareholders‘ contribution, we should pay attention to the time when defective contribution appears/the company‘s operating status, and identify and initiate different constraint mechanisms. All in all, the right exercise system should be the core: the right of the board of directors to call （due by agreement）, the right of shareholders to call （due by agreement, defective shareholders should not have the right）, the right of creditors to subrogation （the company can not pay off due debts and shareholders‘ investment is due）, the right of creditors to accelerate the maturity of non-bankruptcy （the company can not pay off due debts and shareholders‘ investment is not due）; Obligations should be defined, including investment obligations （to be performed by the company） and call obligations （when the legal period expires）; The liability rules should be weakened: the joint and several liability for defective capital contribution should be abolished at the time of establishment, the mode of joint liability for defective equity under the capital enrichment responsibility should be broken, the liability for breach of contract to other shareholders should be agreed by shareholders, the liability for capital enrichment between shareholders should be set as an exception, and the ＂corresponding responsibility＂ of the collection subject should be clarified. Only by constructing a relatively complete set of systematic rules between the ＂acceptance＂ and ＂payment＂ of shareholders‘ contribution, and sorting out the respective sequences of rights, obligations and responsibilities, can the supporting rules for balancing shareholders‘ investment enthusiasm and creditor protection be systematized.