Research On Accelerated Expiration System Of Shareholders' Capital Contribution Obligation

In recent years,due to the dramatic increase of the economic quantity and the relaxation of the conditions for the establishment of the company,the form and quantity of the company organization in our country have changed dramatically compared with those in previous years.This change not only makes the company's operation mode and the form of equity organization change fundamentally,but also gives shareholders,creditors,companies and other companies the right to participate in the elements.The rational distribution of profits and obligations has put forward higher requirements.As an important year in the process of economic reform in China,2013 revised the actual payment system of registered capital in the original Company Law into the subscription system.The self-appointment of the subscription period of registered capital is the main form of restricting shareholders' rights and interests under the new Company Law.The new company law has relaxed the form of shareholders' capital contribution,radically removing the restrictions on the proportion of monetary contribution and the proportion of first-time contribution in the original company law,and so on.The removal of these provisions has greatly reduced the threshold for the establishment of the company.The process of China's economic development has stepped into a fast track since the reform and development.The number of companies is increasing sharply due to the lowering of the threshold for the establishment of companies.This growth has led to the rise of China's economic volume,but also led to the company's business chaos,dishonesty,confusion of creditors' rights,and the company's poor ability to resist risks.Lu,this may be the adaptability problem brought about by the new company law amendment rules in 2013.With the deepening of the subscription system of registered capital in the company group,the changes of the creditor's rights,shareholder's rights and obligations in the past have exceeded the expectations of the theoretical circles.In the case of bankruptcy and non-bankruptcy of the company,how to define the shareholder's capital obligations and the principle of protecting the creditor's rights are beginning to encounter many obstacles.The traditional creditor protection mechanism is in a state of failure.In theory,the system of capital subscription has given full respect and affirmation to the system of shareholder autonomy,but since the judgment of "Shanghai Xiangtong International Trade Co.Ltd.v.Shanghai Haoyue Investment Management Co.Ltd",the contradiction between judicial practice and theoretical reform has begun to appear.This concern is mainly manifested in the following aspects:(1)in the absence of bankruptcy,the shareholder's obligation to contribute can be accelerated to maturity?(2)In the case of non-bankruptcy,for the purpose of protecting the interests of creditors,what are the sufficient conditions for shareholders to accelerate the maturity of their investment obligations?(3)Under the subscription system,how to precisely exercise the system of disregard of corporate personality to protect the interests of creditors for the phenomenon of withdrawal of registered capital and unjustified reduction of registered capital?(4)In order to protect the interests of shareholders,in the process of corporate debt repayment,how can shareholders' obligation to contribute accelerate the implementation of the path in the end be reasonable?(5)Although the new company law has revised the form of shareholder contribution from the perspective of flexible operation of the company,it has not introduced more shareholder rights and interests restriction clauses and creditor protection measures.How to break through this dilemma in the existing judicial environment? As an independent commercial individual,the existence of a company needs the three cornerstones of capital contract system,economic foundation and cultural foundation.However,the reform of subscription system not only eliminates the contractual restraints on corporate capital from the social level,but also reduces the individual company and shareholders to a great extent by overly loose corporate shareholder autonomy system.The cost of capital breach.Registered capital,as the legal capital of a company,is the core of measuring the company's ability to bear social risks,shareholders' rights and interests,and creditors' rights and interests protection.It is very important to re-establish the restraint system for shareholders' rights and interests and the protection system for creditors' rights and interests under the current subscription system of registered capital.In this study,from the perspective of protecting creditors and balancing shareholders' rights and interests,we will discuss the related issues of shareholders' accelerated maturity system.The whole research is divided into three chapters.The first chapter is mainly about the theoretical and practical disputes on the accelerated maturity of shareholder's contribution obligation.Starting with the representative positive theory,negative theory and compromise theory,this paper analyzes the judicial application and theoretical feasibility of the accelerated maturity of shareholder's contribution obligation.Related cases analyze the typical problems in the process of practice.In the second chapter,the theoretical basis of shareholder's accelerated maturity of capital contribution obligation are analyzed respectively to study the certification of shareholder's accelerated maturity of capital contribution obligation,so as to provide a reference for clarifying the applicable conditions and realization path of shareholder's accelerated maturity of capital contribution obligation.The third chapter focuses on the construction of shareholder's contribution obligation,the applicable conditions and the related contents of directors' reminder system to further enhance the depth of the study.Through this study,I hope to provide more judicial basis for the establishment of creditor's rights and interests protection mechanism under the subscription system,and also hope to provide a reference for the establishment of the applicable scope and applicable conditions of shareholder's contribution obligation to expedite its expiration through some arguments.