Research On Acceleration Of Shareholders’ Capital Contribution Obligation Under The Subscription System

In 2013.The company law was amended and established the subscription capital system,which abolished the limit of the minimum capital amount and the payment period,and allows the shareholders to have the autonomy to decide the subscription capital amount and the payment period.The subscription capital system dramatically reduces the threshold for the establishment of the company,optimize the allocation of capital resources,avoid the idle registered capital,and effectively activate not only the capital market but also the investor enthusiasm.However,this kind of over-liberalization of shareholders’ capital contribution has adverse effects on the self-control of the company’s capital and the transaction safety of creditors.When a company is not able to repay its debts in a non-bankruptcy or non-liquidation state,can the creditors demand the acceleration of the expiration of the shareholders ’ capital contribution,that means,the shareholders take responsibility for supplementary liability as compensation for the company’s debts?When the company needs or lacks funds for its operation,can the shareholders be required to fulfill their investment obligations in advance to enrich the company’s capital?Due to the lack of laws,there are many controversies on these issues,Two main views have emerged in the academics and practical circles.In the opinion of the negative side,the capital contribution period interest granted to shareholders by the subscribed capital system cannot be broken through in the absence of legal provisions.The perspective from the affirmative side believes it is reasonable to accelerate the expiration of shareholders’ capital contribution obligations,in line with the theory of responsible property of corporation established by corporate jurisprudence.This paper stands with the affirmative side.In the way to realize the accelerated expiration of capital contribution,there are also controversies.Has proposed through the "judicial interpretation of the company law(Ⅲ)"Article 13,paragraph 2 of the expanded understanding,or by invoking Article 3 of the "Company Law" to achieve the goal.It also proposed that this problem can be resolved through bankruptcy procedure,piercing the corporate veil or enforcement procedure.It is undeniable that limitations exist to these paths.Therefore,this paper suggests that we encourage to learn the practice from the British and American countries in the aspect of company management.It is better to set up the capital call-up system for changing the shareholder’s capital contribution from absolute freedom to relative freedom,and let the leading power of capital raising and using return to the company itself.As for the protection of the creditor’s interests,the creditor has the right to sue the company and the shareholders who have not paid their capital contributions.Such a system can not only improve the company’s internal governance but also protect the interests of creditors and shareholders.