Research On The Non-Bankrupt Accelerated Maturity System Of Shareholders’ Capital Contribution

On December 28,2013,the Standing Committee of the National People’s Congress passed a resolution to amend the "Company Law".This revision of the "Company Law" is of far-reaching significance to the reform of my country’s corporate capital system.The new "Company Law" revises the company capital system paid in installments into a company capital system with a subscription system.On the one hand,it puts the government’s prior supervision of companies behind the scenes,lowers the threshold for company establishment,and enables companies to effectively use capital,The reduction of capital deposits stimulated the enthusiasm of shareholders for investment,activated the vitality of the socialist market economy,increased domestic employment,and was widely praised by the company ’ s shareholders and the market;on the other hand,due to the extremely free time limit for capital contributions,shareholders ’ capital contributions were caused.Because of the conflict between the term interests of shareholders and the legitimate rights of creditors,the balance of interests between shareholders,creditors and companies is broken.It is undeniable that the agreement of a longer investment period by shareholders is a legitimate measure to avoid investment risks.However,the amendments to the “Company Law” in 2013 are limited to“ recognition ” under the subscription system,and lack of attention to “ payment ”."Recognizing" but not "paying" has caused the stubborn illness of today’s corporate capital system.Especially in the company’s business process,on the one hand,the shareholder’s capital contribution has not expired,on the other hand,the company is unable to pay off the due debts.At this time,whether the creditor can request the shareholder’s capital contribution obligation to expedite expiration has aroused intense discussion in the academic circle.In view of this,this article aims to establish a “non-bankruptcy accelerated maturity system for shareholder capital contributions”,analyze and demonstrate the legitimacy of this system,and combine foreign shareholders ’ capital contribution freedom and creditors ’interests balance protection system,and try to put forward an operability The legislative proposal for a non-bankruptcy accelerated maturity system for shareholder ’ s capital contribution obligations is to rebuild the balance of interests between shareholders,creditors,and the company to alleviate the difficulty of protecting the interests of corporate creditors brought about by the subscription system.In addition to the introduction,this paper is divided into the following four parts:The first part is an overview of the non-bankruptcy accelerated maturity system of shareholder’s capital contribution obligations.This part mainly includes the overview of the non-bankruptcy accelerated maturity system of shareholder’s capital contribution obligations and the comparison with other creditor protection systems.It attempts to conceptually define it and analyze its characteristics in detail,and then compares the differences of other related systems to draw conclusions.The non-bankruptcy accelerated maturity system of shareholder’s capital contribution obligation has its own functional value conclusion.The second part is the analysis of the legitimacy of the non-bankruptcy accelerated maturity system of shareholder’s capital contribution obligations.This section mainly analyzes the origin of the non-bankruptcy accelerated maturity system of shareholder’s capital contribution obligations,the separation of "subscription" and "payment" under the company’s capital subscription system,the conflict between shareholders’ capital contribution period interests and creditors’ interests,and company registration matters and public disclosure obligations The change.Secondly,it introduces the theoretical basis of the establishment of this system,and further introduces the theoretical disputes and judicial disputes on the system in detail,and makes a comment and analysis on this.The third part is the investigation of the balance protection system between the freedom of capital contribution by foreign shareholders and the interests of creditors.This part focuses on the dual interaction system of "deduction + piercing the corporate veil" in the United States,the triangular support system of "deduction + information disclosure + surplus distribution restriction" in Japan,and the "proportion of actual payment + issuance deadline + call + The four-dimensional coordination system of "losing power" and the enlightenment for my country’s construction of the accelerated maturity system of shareholder’s capital contribution obligations are expected to provide experience and reference for the next part of the fourth part.The fourth part is the construction of a non-bankruptcy accelerated maturity system for shareholder capital contribution obligations.This part first draws on the director’s call system in the US,Japan,and Germany’s corporate system,combined with the legislative experience of the pre-procedure for shareholders to initiate representative litigation in Article 151 of my country ’s "Company Law",and constructs the non-bankruptcy of shareholder ’ s capital contribution obligation to accelerate to The pre-procedure of the period system;secondly,the legal design of the system is carried out from the three aspects of the subject of the claim,the applicable conditions and the scope of repayment,and then the framework of the non-bankruptcy accelerated maturity system of the shareholder ’ s capital contribution obligation is constructed in combination with the above three aspects.