Research On Accelerated Expiry Of Shareholders’ Funding Obligations Under Corporate Capital Subscription System

In order to implement the spirit of the third Plenary session of the 18 th CPC Central Committee,the sixth meeting of the standing Committee of the 12 th National people’s Congress of China amended the Company Law of the people’s Republic of China(hereinafter referred to as the Company Law).Among them,the company capital system is the core of the revision of the Company Law in 2013,the specific content mainly involves the following three aspects: first,implement the subscription capital system,no longer limit the time limit of shareholders’ contribution;second,abolish the legal minimum registered capital limit;third,cancel the legal capital verification procedure.The purpose of the revision of the Company Law in 2013 is to lower the threshold of market access,make the dream of low-and middle-income people to invest and start a business come true,and finally promote the sound development of the breadth of the market economy.We can not deny the positive role of the subscribed capital system in promoting economic development,but under the circumstances that the information disclosure system of our country is not perfect and the legislation matching with the subscribed capital system is not perfect,the disadvantages of the implementation of the subscribed capital system are gradually emerging.An important change brought about by the reform of the subscription capital system is that it gives shareholders the autonomy of the contribution period,and the shareholders have a great room for autonomy in setting the contribution period,so it is possible to set a longer time limit out of their own interests.In practice,shareholders have agreed on the period of contribution for 10 years,20 years,50 years,or even 100 years.An emerging legal question is,when the company is unable to repay the maturing debt in the normal course of business,whether the creditor has the right to request that the contribution period of the shareholders expire before they fulfill the contribution obligations,that is,can the contribution obligations of shareholders accelerate the maturity? In the current legal system of our country,it is clearly stipulated that only in the procedure of company bankruptcy and dissolution and liquidation,the capital contribution obligations of shareholders can accelerate the expiration.There is no legal provisionfor the accelerated expiration of shareholders’ capital contribution obligations in the existence of the company,which is a loophole in the reform of the subscribed capital system.In this regard,theorists have conducted a fierce discussion on the issue of "accelerated expiration of shareholders’ contribution obligations",and most scholars hold a positive attitude towards the system of accelerated maturity of shareholders’ contribution obligations.they think that this system can alleviate the difficult problem of creditor protection brought about by the subscribed capital system.In this context,this article briefly analyzes the basic theory,status quo,and issues of the accelerated maturity of shareholders’ investment obligations under the subscribed capital system,and draws on the successful experience of extraterritorial legislation,and concludes that in China,Under the background that the supporting system is still not perfect,when the company is unable to repay the due debts in normal business operations,it should accelerate the subscription of the capital contributions of the shareholders who have not expired.On this basis,the author tried to put forward more perfect institutional recommendations,So that the funding obligation of shareholders can be better regulated under the background of subscribed capital system and our company’s legal system was more complete and protection was achieved on the basis of effectively maintaining transaction security The ultimate purpose of the creditor’s legitimate rights and interests.