Study On The Accelerated Expiration Of Shareholder’s Contribution Liability Under The Capital System

To encourage investment,The Company Law of China in 2013 amended the contents of the company’s capital system,including the cancellation of the company’s minimum registered capital,the conversion of the registered capital payment system to the subscription system,and the cancellation of the capital verification procedure,At the same time,the shareholders of the company may freely agree on the time limit,mode and amount of capital contribution in the articles of association.This reform has not only greatly increased the enthusiasm of investors to start a business,To reduce the "capital burden,More to our country’s corporate capital system has had a major impact.But there are a series of problems,such as the abuse of registered capital subscription system and the imbalance of creditor’s interests protection,It has attracted the attention of the theoretical circle of company law.Especially in recent years,With the increasing disputes over corporate capital in judicial practice,Most of them belong to the case that the shareholder’s capital contribution is not in place after the capital system reform,As a result of the further research on the liability of shareholders’ contribution after the reform of capital system,It has attracted the attention of practical departments.2019,"Proceedings of the National Civil and Commercial Trial Meetings of the National Court" issued by the Supreme People’s Court(hereinafter referred to as "the Nine People’s Minutes "),as amended by the Supreme People’s Court in December2020,The Provisions on Certain Issues in the Application of the Company Law of the People’s Republic of China(hereinafter referred to as the Company Law Interpretation(III)),which were implemented on 1 January 2021,provide further provisions on the accelerated expiration of shareholders’ liability for capital contribution,It also points out the direction for the research of this paper.In addition to the introduction and conclusion,this paper consists of four parts.The first part is the basic theory about the accelerated expiration of shareholders’ capital contribution liability.Firstly,the paper introduces the theoretical connotation of capital subscription system and the accelerated maturity of shareholders’ contribution responsibility,and then points out the necessity of applying accelerated maturity system under subscription system.The second part is about the judicial practice and existing problems of accelerating the expiration of shareholders’ capital contribution responsibility in China.First of all,it introduces the current situation of legal regulation and judicial decision of accelerating the expiration of shareholder’s contribution responsibility in China,and points out the existing problems in current legal regulation and judicial practice.For example,the Company Law lacks the relevant legal norms on the accelerated expiration of shareholders’ capital contribution,and the judicial practice lacks the identification standard.The third part is about the legislative practice and experience of accelerating the expiration of the responsibility of foreign shareholders’ capital contribution.First of all,it introduces the relevant legislative practice of the typical countries in the common law system and the Mainland law system on the accelerated expiration of shareholders’ capital contribution under the subscription system;secondly,it analyzes and summarizes the experience enlightenment to our country based on the legislative practice.For example,the introduction of the board of directors call responsibility system,the establishment of surplus distribution system under the creditor objection system,strengthen the enterprise information disclosure and management system.The fourth part is the suggestion to perfect the legal regulation of accelerating the expiration of shareholders’ capital contribution liability in China.These include the addition of the legal provisions of the Company Law on the accelerated maturity of shareholders’ capital contribution at the legislative level,such as the provisions of the Company Law on the accelerated maturity of shareholders’ capital contribution;the further clarification of the relevant provisions of the Company Law Interpretation(3);the improvement of the specific applicable rules for the accelerated maturity of shareholders’ capital contribution responsibilities at the judicial level,such as the identification of the company’s inability to pay off and the principle of the reversal of the burden of proof;and the improvement of the supervision mechanism of shareholders’ capital contribution liability at the law enforcement level,such as increasing the punishment of shareholders’ malicious evasion of capital contribution obligations and strengthening the external supervision mechanism of shareholders’ capital contribution.