Research On Accelerated Expiration Of Shareholders’ Contributions In Non-bankruptcy

The newly revised "Company Law" in 2013 has profoundly changed the company’s registered capital registration system,and reformed the previous paid-in registration system into a subscription registration system.However,the reform of the capital system has taken the lead and the whole system has been rushed.Failure to take into account all aspects of the company law field,the supporting measures related to the subscription system are not complete,while giving investors a lot of rights,but not doing creditor protection work.When the company is unable to pay off the debts due,the creditor’s rights protection method is very limited.The shareholders are closely related to the company’s capital.However,if the shareholders’ capital contribution period has not expired,the creditors cannot claim additional responsibility from the shareholders who enjoy the term benefits.In response to this situation,shareholders’ funding to accelerate the expiration rules entered the debate between theory and practice.Under the subscription system,the shareholders’ investment period is subject to the agreement.There are many hidden risks,but the corresponding early warning mechanism is not perfect,the information disclosure is not comprehensive,the market credit evaluation system is underdeveloped,and the collection system is not established,which makes the creditor’s interest protection mechanism.On the other hand,the negative impact of self-financing autonomy cannot be solved by other existing systems.For example,the identification of an invalid contract,the creditor’s right to rescind the creditor’s right,the application of the corporate personality denial system,and the application for bankruptcy of the company can only solve the problem to a certain extent rather than completely.The above is the reason why we urgently need to establish a shareholder to accelerate the expiration system.In judicial practice,more and more creditors have requested the unfunded shareholders who have not made the capital contribution to fulfill their capital contribution obligations in advance when they sued the company for recourse.However,the court’s judgment is still the law,and there is no clear law.On the premise of the basis,most courts will not support the accelerated expiration system unless the shareholders or the company have other illegal acts.However,we cannot deny its legitimacy with a system that has not yet received legal support.As far as the academic world is concerned,there are still many scholars who have a positive attitude toward accelerating the expiration system,and formed a three-middle school saying: Negative and compromised,the reasons for the support of various doctrines are also diverse.It is said that the main arguments are from the agreed internal effectiveness,capital maintenance,capital guarantee,company liability property,cost and efficiency.The negative statement is more consistent with the attitude of the judges in practice.The main reason is that in the case of non-bankruptcy,the requesting shareholders are not allowed to invest in the law in advance,which is inconsistent with the legislative purpose of the new company law to protect the shareholders’ term interests,and freely interpret the law and the law.It is not feasible to explain the expansion.To solve this problem,it is entirely possible to adopt the remedy of the Contract Law or the Bankruptcy Law.There is no need to break through the existing legal framework to create a new system.The compromise said that whether the shareholders’ contribution obligation can accelerate the expiration should be discussed in different situations.The distinguishing criteria mainly include the company’s operating status,the creditor’s attributes and the subjective malice of the shareholders.This paper believes that both the negative and the compromised have serious flaws and cannot solve the fundamental problem.Certainly,although there are some flaws,the overall can be self-explanatory and can cope with the problems that currently arise.China’s reform of the capital subscription system is generally consistent with the trend of world capital reform,that is,from the gradual reform of the legal capital system to the authorized capital system adopted by the Anglo-American legal system countries.Therefore,we can also obtain the relevant company legislation from other countries.Some experience.The United States is an authoritative capital-based country with a sound information disclosure system,a sound personality denial system,and a complete fund-raising procedure.Its legal debt theory also theoretically provides legal support for creditors to pursue their responsibilities to unfunded shareholders.Germany is an eclectic capital system that values the attention of directors in the protection of creditors,and creditors have the right to pursue direct liability.These extra-territorial experiences can provide institutional inspiration for China to better establish shareholder funding to accelerate the maturity system,so as to better improve China’s corporate law.In terms of how to design the system,first of all,from the perspective of the application of the accelerated expiration system,the most effective method is to clarify the regulations by modifying the law or making judicial interpretations.Secondly,it is necessary to establish a collection system as a precondition for the application of the accelerated capitalization expiration system.Thirdly,the specific determination of the accelerating maturity of shareholders’ contributions should also be clearly defined.Usually,the right is exercised through litigation,then the determination of the parties And the distribution of the burden of proof also needs to be clear;in the end,the application of the unsuccessful equity transfer also needs to be discussed.In this way,multi-pronged approach can fundamentally solve the application problem of accelerating the expiration of shareholders’ capital contribution obligations and guarantee judicial justice.