On The Acceleration Of Non-bankrupt Company Shareholders’ Capital Contributions Under The Subscription System

In 2013,another major reform of China’s company law was launched.In order to cooperate with the deepening of reform and opening up and respond to the market’s increasingly strong demand for "loosening",the reform of the Company Law comprehensively promotes the construction of the subscription system of registered capital,which greatly stimulates the enthusiasm of venture capital investment in the market.At the same time,the reform leaves plenty of room for debate.According to the Company Law of 2013,the period of capital contribution of shareholders of a company can be stipulated by the articles of association.This new regulation endows the shareholders with the freedom to agree the time limit of each party’s capital contribution,thus the shareholders enjoy the interest of the time limit of capital contribution.Since the interest of the period of capital contribution is both intentional and legal,in general,the interest of the period of capital contribution of shareholders should be respected by the company and the third party.The current law only expressly stipulates that in the case of corporate bankruptcy,shareholders’ capital contribution can break through the period and accelerate the maturity of interest.Following this idea,when the company is in normal operation,once it is difficult to fully fulfill the debt of the company,can the creditors break through the limitation of the period of capital contribution and directly claim the rights to the shareholders of the company?Legislators set up a bankruptcy accelerated maturity system in the "Corporate Bankruptcy Law",the purpose of which is to comprehensively protect the rights of all bankruptcy creditors,so individual bankruptcy claims are prohibited from being paid off individually.However,the purpose of non-bankruptcy accelerated repayment is essentially different from that of bankruptcy accelerated repayment,which is to pay off individual creditor’s rights.Moreover,"Enterprise Bankruptcy Law" only stipulates the bankruptcy accelerated maturity system,which does not use the bankruptcy accelerated maturity reverse exclusion of non-bankruptcy accelerated maturity application.Therefore,the accelerated bankruptcy maturity system can not be used to solve the non-bankruptcy accelerated maturity problem.In regard to accelerated expiry of non-bankruptcy,the theoretical circles have different opinions,failing to form a more unified view.In practice,the judgments of the cases involving the aforementioned issues are not uniform.Especially after the Supreme People’s Court announced the "The Minutes of the National Court Work Conference for Civil and Commercial Trials" in 2019,courts at all levels began to refer to the new judgment ideas provided by it to conduct relevant cases.Trial.Prove whether the accelerated maturity of shareholders of non-bankrupt companies under the subscription system is justified,which is conducive to perfecting the accelerated maturity theory,unifying the application of the company law,and conducive to the implementation of the judicial trial principle of "simultaneous judgment in the same case and judgment in all cases".The author believes that the accelerated expiry of non-bankruptcy under the subscription system is justified.The reform of the subscription system responds to the needs of the development of China’s market economy,lowers the investment threshold,and expands shareholder’s equity.The provisions on the benefits of the capital contribution period are conducive to the maximum efficiency of the use of capital by investors,and to a certain extent,it has solved the problems of excessive capital requirement and difficulty in setting up the company.However,once the shareholders’ capital contribution period benefits become unrestricted rights,the loopholes in the system will enlarge the transaction risk,and this risk will inevitably be borne by the counterparty of the transaction,that is,the company’s creditors.Safeguarding the interests of creditors has always been the value of good goals pursued by the company law,and the new company law should attach importance to the interests of creditors.Under the background of the subscription system,the three principles of capital,which are powerful weapons to protect creditors,have been impacted.Coupled with the reform of strict pre-review thresholds including the statutory capital verification system,the company’s capital system has seen loopholes in the protection of creditors.And since our country is still a legal capital system,it is not appropriate to completely negate the three principles of capital,especially the principle of capital maintenance.The accelerated maturity of non-bankruptcy is precisely the way to protect the interests of creditors and balance the interests of the company,shareholders,and creditors in the process of company operations.Under exceptional circumstances,shareholders should assume limited liability based on the obligation of capital contribution,so as to ensure that the company can pay off debts smoothly,which is also consistent with the connotation of the principle of capital maintenance.Based on the comprehensive analysis of the basic theories of various types of non-bankruptcy accelerating expiration claims,this article believes that the principle of company capital maintenance should be the basis of its claims,and recognizes that shareholder capital has a guarantee for the company.Regarding the requirements of non-bankruptcy accelerated maturity: First,the company cannot pay off its debts.This article supports the theory "unable to say the compulsory execution";second,shareholders have failed or failed to fully perform their own capital contribution responsibilities.Regarding whether the exceptions stipulated in Article 6 of the "The Minutes of the National Court Work Conference for Civil and Commercial Trials" can be part of the requirements,the author believes that the above provisions should be affirmed to have a positive effect on the uniform and accelerated application of the expiration law,but still,it has the space of clarity,concretization and standardization.Regarding the issue of burden of proof,due to certain problems in the current corporate information disclosure system,the burden of proof should be reversed to allow shareholders with less proof pressure to bear the responsibility and reduce the pressure on creditors to produce evidence.