On The Accelerated Maturity Of Shareholders’ Contribution Obligation Under Non Bankruptcy Legitimacy

In 2014,the third amended Company Law of the People’s Republic of China（hereinafter referred to as the company law）came into effect.The most striking content of this amendment is to change the paid in system of registered capital into the subscribed system of registered capital.So far,the shareholders of the company enjoy the freedom of investment and have the right to independently agree on the time limit,amount and method of investment.The country has entered the era of mass entrepreneurship,reducing the threshold of mass entrepreneurship and easing the pressure of investors’ capital.However,the subscription system also brings a series of disadvantages,such as the high capital contribution of shareholders,the abnormally long time limit,the weakening of the company’s external guarantee ability,the destruction of the company’s stability,and the risk of the protection of the company’s creditors’ interests.However,due to the disadvantages of the registered capital subscription system,the revised company law does not provide corresponding countermeasures.Can the company’s creditors require the shareholders who have not completed the time limit of capital contribution to fulfill the obligation of capital contribution in advance to pay off the company’s debts due under the condition of non bankruptcy? This has caused a wide range of disputes in the academic and judicial practice.Under the background of the registered capital subscription system,this paper discusses the legitimacy of the creditor’s demand for accelerating the maturity of the shareholder’s contribution obligation when the company’s normal operation fails to pay off the due debts,and puts forward relevant suggestions for the specific application of accelerating the maturity of the shareholder’s contribution obligation.In addition to the introduction,this paper is divided into four parts,with more than23000 words.The specific structure is as follows:The first part directly expounds the origin of accelerated maturity of shareholders’ contribution obligation under non bankruptcy.First of all,after the registered capital is changed from paid in system to subscribed system,the company’s external guarantee ability becomes weak,and the shareholder’s investment has the risk of abnormally long investment period,high investment falsehood,and the company’s continuous operation is difficult;secondly,the law does not put forward corresponding countermeasures for these disadvantages,only let the shareholders’ investment obligation expire ahead of time inbankruptcy and liquidation procedures;finally,it analyzes other issues The legal approach solves the limitation of accelerating the maturity of shareholders’ contribution obligations under the normal operation of the company.The whole part analyzes the reasons for the acceleration of the maturity of shareholders’ contribution obligations under non bankruptcy.The second part is about the judicial dispute of accelerating the maturity of shareholder’s contribution obligation under non bankruptcy.The author has collected the legal opinions of all levels of courts on accelerating the maturity of shareholders’ contribution obligations under non bankruptcy since 2014 and the relevant cases with different adjudication results,summarized the dispute focus of different adjudication results,various typical opinions supporting or opposing the acceleration of the maturity of shareholders’ contribution obligations,and analyzed the judicial solutions to the acceleration of the maturity of shareholders’ contribution obligations under non bankruptcy Dilemma.The third part is the focus of the article,the author divided into three parts to demonstrate the legitimacy of accelerating the maturity of shareholders’ contribution obligations under non bankruptcy.First of all,the author enumerates various theories about accelerating the maturity of shareholders’ contribution obligation under non bankruptcy,including affirmative theory and negative theory,and analyzes the negative theory,reveals the shortcomings of the negative theory,and demonstrates the legitimacy of accelerating the maturity of shareholders’ contribution obligation under non bankruptcy from the side;secondly,the author believes that the legal basis of capital maintenance principle,legal obligation and interest balance principle is the capital maintenance principle,legal obligation and interest balance principle It can provide legal basis for accelerating the maturity of shareholder’s contribution obligation.Finally,it demonstrates the necessity of accelerating the maturity of shareholder’s contribution obligation under non bankruptcy from the aspects of avoiding the risk of shareholder’s contribution and maintaining the company’s continuous operation.The fourth part of the article puts forward suggestions on the specific application of accelerated maturity of shareholders’ contribution obligations.First of all,the law should make clear provisions to provide a basis for accelerating the maturity of shareholders’ contribution obligations;Secondly,in order to balance the term interests of shareholders and the interests protection of creditors,the author believes that the acceleration of the maturity of shareholders’ contribution obligations in the non bankruptcy situation must be cautious,so theexpounds the determination of the subject of accelerated maturity of shareholders’ contribution obligations,and the shareholders who have not yet completed the term of contribution should have the company’s creditor’s rights The debt of a person is jointly and severally liable.If the breaching shareholder fails to bear the liability,the shareholder who has not completed the investment period shall have the right of sequential defense.This paper demonstrates the necessity and legitimacy of accelerating the maturity of shareholders’ contribution obligation under the normal operation of the company from theory and practice,analyzes the disadvantages of the registered capital subscription system,and puts forward perfect suggestions for the specific application of accelerating the maturity of shareholders’ contribution obligation in combination with the actual situation,hoping to be helpful to the judicial practice.