Abstract:Traditionally, a shareholder’s limited liability means his liability is determined by his capital contribution. In the subscribed capital system, the shareholder usually hasn’t completed his capital contribution, which means he will probably not be able to take his liability when the company cannot pay off its debt. Therefore, there is a risk that the shareholder’s limited liability cannot be fulfilled under the subscribed capital system, which will put creditors in severe financial condition. In the subscribed capital system, the combined effect of company’s inability to pay off debts objectively and the uncertainty of the accelerated maturity of the capital contribution period determine the intrinsic risks of limited liabilities of a subscribed shareholder. In order to balance the interests among the company, shareholders and company’s creditors, taking the risk attributes of the limited liability of subscribed shareholders into account, we should establish a system which compels company to contribute guaranty money. When company’s creditors cannot get compensation from the company and the shareholders who have not paid the capital contribution, the guaranty money can be used to make up for their losses.