《公司法》设定了有限责任公司的分期缴纳注册资本制度,但该制度尚存不足,无法满足股东迟延缴纳、拒绝缴纳以及股东死亡和破产等各种情况的要求。本文指出针对上述问题,不妨借鉴德国法,通过设定缴资期间股份流转、除名以及出资填补责任等一系列制度,以全面保障分期缴纳注册资本制度的顺利实现。 The Company Law sets the time-limited paid-up registered capital system of a limited liability company. However, the system is still inadequate to meet the requirements of various shareholders such as delay payment, refusal of payment, shareholder death and bankruptcy. This paper points out that in view of the above problems, we may learn from the German law, by setting a series of systems such as share transfer, de-listing and capital contribution during the pay period so as to fully guarantee the smooth realization of the system of paying the registered capital by installments.