Discussion On Accelerated Expiration Of Shareholder's Capital Contribution Obligation Under The Company's Subscription System

In 2013,China’s“Company Law”completed the reform of the capital system and changed the registration system for paid-in capital that has been in effect for more than two decades to a subscription system.According to the new regulations,the company’s creator can agree on the amount of credit,the mode and time limit for capital contribution,the minimum amount of registered capital has also been canceled,and the company does not need to submit a capital verification report when registering.Compared with the United States and continental European countries which also implement the capital installment payment system,many mandatory and restrictive regulations have been abolished,the reform of the capital system is really unprecedented.This reform of the capital system highlights the attributes of shareholder autonomy,reduces the threshold for company establishment,revitalizes the business entity,promotes the free flow and efficient use of capital,and is a beneficial attempt to an active market economy.However,this reform has also brought about the impact on the three principles of capital.Uncertainty in capital will undoubtedly increase investment risks for creditors,and the excessive freedom given to shareholders under the subscription system is still lacking in the corresponding laws and regulations,which resulting in many new contradictions.One of the most intuitive reflections was the large number of lawsuits that the company was unable to repay due debts due to the long subscription deadlines.Since the law does not specify clearly,some judgments advocate that Shareholders’ contribution obligation should be accelerated due,some advocate that the creditor should take the bankruptcy procedure.This has also caused fierce discussions in the academic community.The author believes that under the non-bankruptcy conditions,the creditor should be given the right to request the shareholder’s capital contribution obligation to expedite the maturity of the loan in order to pay the debt.On the basis of collecting many opinions of the previous generation of scholars,this article sorts out the focus of the discussion,analyzes its rationality and significance one by one according to the author’s argumentation,and determines the feasibility of applying the shareholder investment obligation acceleration;The article also compares it with the system of corporate personality denial,bankruptcy and the subrogation right in the contract law,highlights the advantages of the accelerated expiry of the shareholder’s capital contribution in the purpose and characteristics of the legislation,and further argues the significance of applying the shareholder investment obligation acceleration under this new situation.In the end,this paper proposes innovative suggestions for improving the law of shareholder investment obligations acceleration and supporting regulations by drawing on advanced research experience at home and abroad,including firstly,clarify the related legal provisions,giving creditors a direct right to request,clarifying the nature of the responsibility of shareholders for the capital they subscribed to is general guarantee responsibility.Secondly,restrict the registration and operation of companies,set up a limit on the proportion of initial paid-in contributions,establish corporate credit files and link them with personal credit.Thirdly,improve the information disclosure system,give creditors the right to know information,and provide strong guarantees for creditors to obtain information through the company’s own and third-party information disclosure.It is hoped that relevant legislation in our country can be improved as soon as possible,the application of law in judicial practice will be unified,the behavior of shareholders will be regulated on the premise of guaranteeing their autonomy,and finally the market can be healthily developed,and the legitimate interests of creditors can be protected effectively.