Research On The Accelerated Maturity Of Shareholders’ Capital Contribution Obligations Under The Subscribed Capital System

In 2013,the company law revised and established the system of subscribed registered capital,which gives shareholders more autonomy in the amount and duration of subscribed capital,but also causes impact on the interests of creditors.In order to balance the term interests of shareholders and the interests of creditors,the theoretical and practical circles put forward the accelerated expiration of shareholders’ capital contribution obligations under the circumstances of non-bankruptcy and dissolution.We recognize that bankruptcy,dissolution and liquidation are legitimate,because the company’s credit and shareholders’ long-term interests have no need to continue to protect.In exceptional cases,the application of the accelerated expiration of shareholders’ capital contribution obligation is also subject to strict restrictions,and in principle,it should be held in a negative attitude.In addition,under other circumstances,it is not legitimate for shareholders to accelerate the expiration of their capital contribution obligations,and there is not enough theoretical basis and current legal provisions to support it in terms of company law,contract law,bankruptcy law or execution procedure.The core of the transaction between the creditor and the company lies in the judgment of the performance ability of the company,and the protection of their own interests should be mainly considered by the guarantee and the complete supporting measures of the relevant transaction safeguard,rather than the accelerated expiration of the shareholder’s capital contribution obligation as the main remedy.Accelerating the maturity is only to treat the symptoms but not the root cause.We cannot balance the interests of creditors at the expense of the interests of shareholders.There are still other alternative measures.The interests of the two can be balanced by warning in bankruptcy proceedings,establishing the call-back system centered on the board of directors,being correct and prudent,and constructing the corporate personality denial system under the condition of the significant shortage of corporate capital,etc.The first part is the introduction,which mainly introduces the research background and significance of this paper and the research status of accelerated maturity of shareholder’s contribution in theory and judicial practice.Under the background that the agreement of shareholders on the term of capital contribution may impact the interests of creditors,it is pointed out that it is the focus and difficulty of this paper to discuss the legitimacy of this issue and the measurement of interests,based on the direct provisions of domestic laws on this issue and the theoretical basis of relevant theories and judgments.Therefore,it is pointed out that it is necessary to follow up other supporting measures in order to achieve this goal.The second part unifies and sorts out the theoretical disputes and judicial practice differences on the accelerated expiration of shareholders’ capital contribution obligation.First of all,this part mainly integrates the theoretical basis behind the different viewpoints in theory and the specific reasons for the differences in judicial practice.Secondly,the paper sorts out the path evolution of the Supreme Court’s discussion on the accelerated expiration exception of shareholders’ capital contribution obligation under the subscribed capital system and the attitude change from negative to negative in principle and allowed under the exception.Therefore,it is necessary to demonstrate the rationality of accelerating the expiration of shareholders’ capital contribution obligations and to find alternative measures.The third part focuses on the justification of this question.In the argumentation of this issue,it mainly starts from the relevant provisions of company law,contract law,bankruptcy law and civil execution,and explores the legal principles behind this issue and the specific connotation of the current legal provisions from different perspectives.Therefore,it is concluded that under general circumstances,accelerated expiration of capital contribution obligation does not have legitimacy,which is not supported by sufficient theoretical basis and relevant legal provisions.In essence,it is to discuss how to balance the interests of shareholders and creditors,while accelerated expiration is only to treat the symptoms rather than the root cause.The fourth part explores the alternative measures to accelerate the maturity.The balance of interests should not be at the expense of shareholders’ interests.This is a systemic problem,which requires joint efforts from multiple aspects.The warning and forcing function of the bankruptcy procedure,the resetting of the trust obligation of the board of directors,the overall credit construction of the company and the healthy environment of the trading market are all measures to balance the interests.