Research On Accelerating Shareholders’ Capital Contribution Obligation

In order to enhance the flexibility and vitality of corporate operation,the reform of company’s capital subscription system in 2013 has given shareholders the right to set the deadline of capital contribution all by themselves.However the absence of a matching institutional arrangement to regulate shareholders’ capital contribution lead to the frequent occurrence of abusing the benefits of the term of capital payment,invading payment obligation,shifting operational risk.There were a lot of discussions in theoretical realm on whether the unpaid capital contribution of shareholder should be accelerated.The same thing happened in the practicing field.Unfortunately due to the lack of legislation,no agreement has been reached,which created a negative impact on the protection of creditors’ interests.And to regulate shareholder’s capital contribution and remedy defects of company’s capital subscription reform,it’s necessary to establish the system of accelerating shareholders’ unpaid capital contribution,for the benefits of replenishing the company’s property and enhancing the ability to discharge debts.Of all legal systems related to the protection of creditors’ interests,bankruptcy liquidation is time-consuming,low in repayment rate and not in line with corporate maintenance,disbandment liquidation requires company or its stockholders to initiate the process,the applicable conditions of denying corporate personality are extremely strict,the applicable scope of creditors’ right to revoke is quite narrow.In theory,the establishment of accelerating shareholders’ unpaid capital contribution possesses theoretical justification.It reflects the internal value of the principle of capital maintenance and the principle of fairness.And it is also the inevitable requirement of the contractual and statutory nature of capital contribution obligations.Besides,its legal basis draws lessons from subrogation right of creditors in the debt preservation system.In the aspect of substantive rules for creditors to request shareholder to advance contribution,its constitutive elements should be made clear by referring to bankruptcy system,which is "failing to payoff due debts and possess causes of bankruptcy".The legal effect is that the shareholders contribute in advance within the scope of the company’s outstanding payment to specific creditors,and the paid capital contribution belongs to the company.