Research On The Accelerated Maturity System Of Shareholders’ Capital Contribution Liability Under The Subscription System

Since the establishment of the Company Law,which have increased the difficulty of establishing the company,the low utilization rate of capital,and reduced the vitality of the market.In order to change this situation,in 2013,the Company Law was reformed to change the system of paid-in registered capital into a subscription system,shareholders of the company great freedom,the amount of subscription,the mode of contribution and the period of contribution are freely agreed upon,recorded in the articles of association of the company,and abolished the form of capital contribution,the minimum amount of registered capital,and the capital verification report was cancelled.The reform has greatly encouraged self-employment,and many companies have sprung up Set up.At the same time,the reform has also had a great impact on the three principles of capital,the uncertainty of capital has increased the investment risk to the third person outside the company,and there is no clear legal provisions to restrict the excessive freedom granted to shareholders under the subscription system,thus producing new social problems,which have caused controversy in judicial practice and in the theoretical circle.One of the biggest problems is that the creditors of the company can not realize their claims due to the excessive subscription period agreed by the shareholders;two,the registered capital of the company is only 1 yuan or up to 100 million yuan,which leads to the realization of the creditor’s rights;three,the shareholders maliciously extended to avoid the debt Duration of contribution.Since the law does not provide for the accelerated maturity under the subscription system,there are different views on whether to apply the accelerated maturity under the subscription system in judicial practice,some court decisions apply,some court decisions go bankruptcy proceedings,this phenomenon phenomenon has also caused the academic community to fight.In the author’s opinion,if the company can not pay off the debts due under the condition of the company’s existence rather than bankruptcy,and the shareholders have the situation of malicious utilization of the capital contribution period or weakening the company’s capital,the creditor may claim the shareholder’s capital contribution to accelerate the maturity without the limitation of the capital contribution period.And discuss with this viewpoint layer by layer.This paper is divided into four parts:The first part introduces two classic cases in judicial practice,through the judgment of positive and negative results,leads to the question to be discussed in this paper,such as whether the accelerated maturity under the subscription system conflicts with the accelerated maturity of bankruptcy,and whether the current law is applicable under the condition that the accelerated maturity is not clear.If applicable,does it infringe on the interest of the shareholder’s capital contribution?How should shareholders be held liable if accelerated maturity is applied?These problems are the problems that we must solve from the theoretical level.and further explore in the following text.The second part,with the change of capital payment system in our country,briefly narrates the change of shareholder’s capital contribution liability caused by the change of capital system in the theoretical circle,maturity is divided into two categories,meaning bankruptcy accelerated maturity,another non-bankruptcy accelerated maturity.In the third part,the author analyzes the views of the previous scholars,combs out the focus of discussion,analyzes its legitimacy and necessity according to the author’s argumentation ideas,and shows that the author’s views should support the system.At the same time,this paper analyzes the legal basis of accelerating the expiration of shareholder’s responsibility under subscription system.The fourth part analyzes the current legislation status of the accelerated maturity system in China.Through the analysis of the company law,contract law,procedure law and the minutes of the national court civil and commercial trial meeting,it is concluded that there is no applicable And it is suggested to establish the board of directors call system and perfect the enterprise information disclosure system.