Accelerated Maturity System Of Shareholders’ Contribution Obligations Under The Background Of Subscription System

In 2005,the company law was revised to allow shareholders to make capital contributions in the form of subscribed capital for the first time.In 2013,the company law was revised again to remove the minimum registered capital limit and the limitation of the time limit for capital contribution.Capital verification is no longer required when the company is established.All these reform measures are to encourage investors to invest enthusiastically and promote the development of the market economy.However,these two reforms also raised concerns about the protection of creditors.The company’s capital system is not only related to the interests of shareholders and the company,but also directly affects the legitimate rights and interests of the company’s creditors.Therefore,the reform of the company’s capital system should not neglect the protection of the legitimate interests of creditors.Because the company law completely cancels the limitation of the time limit of capital contribution,there are a lot of cases that the company can not pay off the debts due and the shareholders’ obligation of capital contribution is not yet due.Creditors require shareholders to fulfill their obligation of capital contribution in advance.Different courts have different understanding of the problem,which leads to the phenomenon of different judgments and damages the judicial authority.In this context,it is necessary to discuss this issue in theory,analyze the institutional advantages and legal basis of accelerating the maturity of shareholders’ contribution obligations,and explore the specific path of accelerating the maturity of shareholders’ contribution obligations.The author combs the academic view of accelerating the maturity of shareholders’ contribution obligation,and demonstrates the legal basis of accelerating the maturity of shareholders’ contribution obligation from the perspective of capital maintenance principle,legality of contribution obligation and interest measurement.The contribution obligation of shareholders is a legal obligation.The contribution of all shareholders constitutes the registered capital of the company,and the registered capital of the company bears the right to guarantee the creditors.When the company is unable to pay off the debts due,the shareholders who fail to make the capital contribution shall bear the corresponding responsibilities.In the application of accelerated maturity rules of shareholders’ contribution obligations,this paper also puts forward specific suggestions.The boundary of accelerated maturity of capital contribution obligation lies in the term interests of shareholders.Only on the premise of not infringing the term interests of shareholders,can shareholders be required to fulfill the capital contribution obligation in advance.In the case of shareholders’ maliciously extending the time limit of capital contribution to avoid debts,because of the behavior of shareholders,the debts are difficult to be paid off,which infringes the creditor’s rights,so the creditors can directly require the shareholders to bear the responsibility.Under the background that the company has no property to enforce and has bankruptcy reasons,the shareholders can choose to apply for bankruptcy.If they do not apply for bankruptcy,they will apply the accelerated maturity rule of shareholders’ contribution obligations,which does not constitute an infringement of shareholders’ term interests.As for the behavior that shareholders agree on a longer period of capital contribution in the articles of association,it is not suitable to regulate it by accelerating the maturity of capital contribution obligations.In addition,the involuntary creditors should not be specially protected by accelerating the maturity of their contribution obligations.In a specific case,the shareholder shall bear the liability directly to the creditor in the form of supplementary liability.However,the form of liability between shareholders within the period of contribution is joint and several liability.In the procedure,creditors should be allowed to list shareholders and the company as joint defendants,and shareholders should be allowed to change the executee in the execution procedure.