Study On Accelerated Maturity Of Shareholder Under The Subscription System

Since 2013,China’s corporate capital system has adopted capital subscription system.According to the provisions of the company law,the shareholders do not have to pay the registered capital in full when registering the company,but can agree on the investment period of the shareholders through the articles of association,so that the shareholders enjoy certain autonomy.However,the change of this system not only brings convenience to shareholders,but also brings some risks to creditors.Under the existing legal framework,only the enterprise bankruptcy law clearly stipulates the applicable circumstances that the shareholder’s capital contribution is accelerated to maturity and is not subject to the capital contribution limit.But in the company’s state of existence,whether creditors can ask shareholders to speed up the capital contribution has become a new question.The first chapter mainly introduces the concept of capital subscription system and the concept of accelerated maturity of shareholder’s capital contribution.Due to the establishment of subscription system,shareholders can arbitrarily agree on the time of capital payment,so when the company is unable to repay the due debt,creditors request shareholders to pay the capital in advance.However,as there is no clear provision of law at present,it is controversial whether the creditor’s right of claim can be supported.The second chapter analyzes the current domestic disputes on the acceleration of the expiration of shareholders’ capital contribution.There are three views on whether the shareholder’s contribution can be accelerated to maturity under the subscription system:"affirmative","negative" and "compromise".The affirmative view holds that it can reasonably expand the interpretation of the judicial interpretation and the provisions of the company law to make them more in line with the legislative purposes,so as to protect the interests of creditors;The "negative theory" holds that the accelerated expiration of shareholders’ capital contribution harms the interests of shareholders in the term and deprive’s the autonomy of the articles of association.The "compromise theory"holds that the type of creditors needed to be distinguished in order to accelerate the maturity of shareholder contributions.In fact,the problem of accelerated expiration of shareholder’s contribution is not only controversial in the theoretical field,but also different courts have made different judgments on whether to apply the accelerated expiration of shareholder’s contribution in judicial practice.Therefore,the third chapter through the analysis of cases and existing provisions that shareholders’ contribution to accelerate the expiration of certain problems in judicial practice.The reason why the court thinks that the accelerated expiration of shareholder’s contribution cannot be applied is that there is no clear provision of the law,while the court that thinks that the accelerated expiration of shareholder’s contribution can be applied has often made a lot of arguments in the judgment documents,and the application of accelerated expiration is mainly for the protection of creditors.In the case of non-bankruptcy,only the minutes of the civil and commercial judicial work meeting of the national court issued in 2019 makes clear provisions on the acceleration of the expiration of shareholders’ capital contribution,but the legal effect of the minutes is relatively low and cannot be directly cited in the judgment documents.However,the relatively effective provisions of the supreme people’s court on several issues concerning the application of the judicial interpretation of the company law(iii)on supplementary liability are also controversial in the application.So for company survival condition,the creditor can directly invest to request faster due to theoretical level and practical level are inconclusive,so you need at the legislative level to solve this problem,also is the content of this article in the fourth chapter:through the capital contribution in the company law expressly provides that shareholders accelerate the maturity and its applicable condition,to settle disputes,deal with the contradiction of "different connection with the sentence".By referring to overseas legislation and theories,the paper clarifies the applicable situation of accelerated expiration of shareholder’s capital contribution,and stipulates the applicable premise of accelerated expiration of shareholder’s capital contribution and the scope of shareholder’s liability.Finally,we can improve the supporting measures of accelerating the maturity of shareholder’s contribution and the corresponding creditor protection system,so as to form a relatively perfect creditor protection mechanism.