Research On The Legal Issues Of Accelerated Maturity Of Shareholders’ Contribution

After the amendment of the company law,the root of China’s company capital system has been changed,the statutory restrictions on the minimum registered capital and the paid in period have been removed,and the threshold for the establishment of companies has also been lowered,which has injected fresh vitality into the market economy.So far,theoretically,the subscription period and amount will not become a stumbling block to the establishment of the company.The problem is whether the shareholders who fail to pay in time should be liable for the company’s debts in advance? For the company in existence,there are still loopholes in the system whether the defective shareholders should make capital contribution in advance.There are endless debates about this in the theoretical circle,and there are also many contradictory judgments in the practical circle.Even though the issue has been involved in the "nine minutes of the people",it still needs to formulate specific legal provisions or judicial interpretation because it has no legal attribute and the content of the provisions has some difficulties in applicability.In order to balance the interests,it is imperative to clarify the accelerated maturity of shareholders’ capital contribution obligations.This paper is divided into five partsThe first part summarizes the focus of dispute through the different trial results of similar cases in the actual trial activities,so as to lead to the discussion on whether the shareholder’s capital contribution obligation can accelerate the maturity.In the second part,first of all,starting from the theoretical disputes in the academic circles,there are three different views on whether the shareholders can fulfill the obligation of capital contribution in advance to realize the creditor’s rights in the case of non bankruptcy liquidation: positive,negative and compromise.It also points out the shortcomings of the negative theory and the compromise theory,so as to demonstrate the advantages of shareholders’ contribution in the academic circle;Secondly,it demonstrates the feasibility of accelerating the maturity of shareholders’ capital contribution obligation,and finds the basis from the following aspects:accelerating the maturity conforms to the requirements of the principle of capital filling in the capital system,matching with the principle of consistency of legal rights and obligations,and imperfect disclosure of enterprise credit information in the actual business environment The creditor’s right of rescission and piercing the company’s veil under the contract can’t balance the creditor’s relief and the shareholders’ interests.The third part analyzes the current situation and problems faced by the accelerated maturity of capital contribution under the subscription system.Including cases,laws and regulations,the lack of internal system construction,the abuse of rights under the subscription system,and the lack of creditor protection litigation procedures matching with the subscription system.The fourth part,according to the above three parts,defines the applicable conditions discussed in the article,so as to determine the application of accelerated maturity of shareholders’ capital contribution under the conditions of meeting the company’s insolvency and shareholders’ failure to fulfill their capital contribution obligations during the company’s existence,and analyzes the court’s failure to fulfill its capital contribution obligations in the actual trial by adopting a one size fits all judgment standard,Ensure that the interests of all shareholders are balanced.At the same time,this paper analyzes the application of the "nine minutes of the people" in order to enrich the practical guidance of shareholders’ capital contribution.The fifth part puts forward the improvement path of the system construction,and puts forward the solutions to the problems.It is suggested that the legal provisions of the accelerated maturity system of shareholders’ capital contribution should be made clear;In the aspect of corporate governance,we should make clear the obligation of calling and publicizing within the company;In the aspect of shareholder’s contribution,we should limit the abuse of shareholder’s autonomy,improve the liability of shareholder’s contribution breach,and use bankruptcy procedure to bankrupt shareholder’s contribution;In the process of litigation,we should make clear the subject of litigation and establish a fair burden of proof.