Research On The Accelerated Expiration Of Shareholders’ Capital Contribution Obligations

The "Company Law" revised in 2013 changed the registered capital system from the installment system to the subscription system.This change fully demonstrated the respect for the autonomy of the company and shareholders.However,this reform did not involve the modification of the relevant provisions to protect the interests of creditors,which resulted in an imbalance between the protection of shareholders’ interest in the term of time and the protection of the interests of creditors,which brought about difficulties in judicial application.During the company’s existence,whether creditors can request shareholders whose capital contribution deadlines have not expired to pay their capital contributions in advance is a big dispute between the academic and practical circles.With the help of real cases and statistical information,this article analyzes the current status of judicial application of the accelerated expiration of shareholder’s capital contribution obligations,clarifies the judgment thinking in judicial practice,and puts forward corresponding suggestions for improvement.The structure of this article is as follows:The first part is the introduction,which mainly introduces the research background and significance of the selected topic,research status and research methods.The second part of the case analysis,mainly describes the basic case,elaborates the reasons and results of the court’s judgment,and summarizes whether the shareholder’s capital contribution obligation can expedite maturity,how to judge whether the company’s property cannot pay off debts,and how multiple shareholders’ capital contribution obligations accelerate their expiration.Supplementary liability and whether shareholders who transfer unexpired equity shares need to be held liable for the company’s debts are four controversial issues.The third part is legal analysis.Firstly,it is necessary to clarify the connotation of the accelerated maturity of the shareholder’s capital contribution obligation.Secondly,it discusses the theoretical basis of the accelerated maturity of the shareholder’s capital contribution obligation from the three aspects of capital maintenance principle,stakeholder theory,and the consistency of rights and obligations.Necessity and feasibility are analyzed.The fourth part analyzes the relevant provisions of the "Minutes of the Nine Peoples",mainly analyzing the value of the relevant provisions from the two perspectives of restricting the "non-liquidable" to the execution procedure and the application of accelerated maturity when the shareholders extend the capital contribution period;from the existing legal provisions Improper connection and failure to consider other hidden risks to demonstrate its deficiencies.The fifth part mainly starts from the collection of relevant cases,analyzes and compares,and finds the dilemma of the accelerated maturity of shareholder’s capital contribution obligations in judicial application,that is,the lack of clear legal basis for the accelerated maturity of shareholder’s capital contribution obligations,and the determination standard of the company’s inability to pay off debts.Inconsistent,the distribution of supplementary responsibilities for shareholders is not clear,and the subject who bears the responsibilities for equity transfer is not clear.The sixth part is perfect suggestions.This article affirms that shareholders’ capital contribution obligations should expedite expiration.However,the basis for the application of the law should be clarified,the criteria for determining the company’s inability to pay off debts should be unified,the shareholders’ supplementary liability for compensation should be improved,and the subject of liability for the transfer of unexpired equity shares should be clarified,thereby boosting the system to be better implemented.