Legal Application Of Accelerated Maturity Of Shareholder’s Capital Contribution Obligation Under Subscribed Capital System

To make the business environment optimized,independent entrepreneurship encouraged and economic development promoted,in December 2013,the new "Company Law" was issued,which formally established the subscription system of shareholders’ capital contribution.To the end,shareholders may independently agree on the amount and time of capital contribution,and an investment relationship with the company can be established with regards to the commitment to the company.During the subscription period,shareholders can freely dispose of assets,which not only improves the flexibility of capital,but also reduces the threshold of entrepreneurship.However,the subscription capital system does not mean the exemption of shareholders’ obligation to contribute.Shareholders also face bankruptcy,dissolution of the company in advance to pay capital contribution as liquidation property in addition to the full payment of contributions in accordance with the time stipulated in the articles of association.In practice,the problem that the creditors of the company require the shareholders to contribute to accelerate the expiration of the litigation cases with the cause that the company can’t pay off its debts often occurs.In the paper,taking Xiyuan Decoration v.Xingfu Shida Stockholder’s contribution obligation as the research object,it tries to find the correct key to solve the problem of accelerating expiration by theoretical analysis and case studies.This paper is divided into four parts.In the first part,it’s case introduction and focus.First of all,it’s to introduce Xiyuan Decoration v.Xingfu Shida shareholders’ obligation to contribute to accelerate the expiration of the case,introduce the case,state the case of both parties and the court’s decision process,and three focus of dispute are summed up;whether the accelerated expiration claim has legal legitimacy,whether the litigation stage can require the shareholder’s capital contribution to accelerate the expiration,and whether the execution stage can require the shareholder’s capital contribution to accelerate the expiration.In the second part,it’s to explain the existing differences between theoretical and adjudicative views from a theoretical and referee perspective,respectively,then tries to analyze the root causes of great differences and differences.Based on it,it’s concluded that the classification criteria are litigation stage and execution stage,shareholders’ goodwill and shareholders’ malice,and the legal provisions are correctly interpreted and applied under the unified standard.In the third part,it’s to expound the right of defense of discussion of shareholders.It points out that the premise of its supplementary liability is that the principal debt can not be paid off,the application of subrogation to bona fide bona fide shareholders is missing,and points out the reasonable path for bona fide shareholders to accelerate the maturity;in addition,it’s to expound the judgment standard of malicious shareholders and make an analysis of the legal application of malicious shareholders.In the end,its return to the case,and the dispute point of view and court decision are evaluated.In the fourth part,it’s to expound the accelerated maturity terms of capital contribution in the case of bankruptcy and dissolution,and the opening of accelerated maturity path in the case of non-bankruptcy and dissolution;expound the judgment standard and legal application of malicious shareholders in the execution stage,and it’s to analyze the problems of equity transfer and term loss of interest.In the end,it returns to the case,and the dispute point of view and court decision of the case are evaluated.