Research Of The Acceleration Of Shareholders’ Capital Contribution Obligation

In the reform of the capital system from paid-in system to subscription system,the requirement for the establishment of a company has been greatly reduced.However,the reform of capital system has brought convenience to shareholders,but also hidden trouble for the creditor’s rights.When the company can’t pay off the due debts,whether the creditor can request the shareholders’ undue capital contribution obligation to be due ahead of time has become a hot topic.However,due to the lack of legislation,the inconsistency of judicial decisions and the different viewpoints of the theoretical circle,there has been a great controversy on the acceleration of shareholders’ capital contribution obligation.the Minutes of National Court Civil and Commercial Trial Work Meeting issued in 2019 unifies the judgment standard for the acceleration of shareholders’ capital contribution obligation,and brings new situation as well as new problems.The article aims to analyze the acceleration of shareholders’ capital contribution obligation and put forward specific suggestions in light of the new issues arising after the Minutes of National Court Civil and Commercial Trial Work Meeting.The article is divided into three parts:The first part is to define the concept of the acceleration of shareholders’ capital contribution obligation and expound its rationality.In this part,the article first introduces the concept of the acceleration of shareholders’ capital contribution obligation under the current legal system,and then refutes the theory that holds a negative view and expounds the value of the acceleration of shareholders’ capital contribution obligation.The second part is to show the different viewpoints on the acceleration of shareholders’ capital contribution obligation in theory and practice.First of all,this part summarizes the viewpoints of the theoretical circle,including affirmative theory,negative theory and eclectic theory.Then,it expounds the mainstream viewpoints and changes of the referee before and after the publication of the Minutes of National Court Civil and Commercial Trial Work Meeting,and points out that the Minutes of National Court Civil and Commercial Trial Work Meeting goes beyond the legislation,does not give a clear basis for the right of claim,which leads to further confusion in the application of law and its irrationality.The third part,is to put forward the construction proposal of the acceleration of shareholders’ capital contribution obligation.In this part,the article takes Paragraph 2of Article 3 of the Company Law as the legal basis for the acceleration of shareholders’ capital contribution obligation.Then,the specific applicable rules of the acceleration of shareholders’ capital contribution obligation are analyzed,including the applicable prerequisites,whom to perform,nature of liabilities assumed by shareholders,assumption of liabilities in the case of equity transfer,arrangements on litigation status and priority of liabilities among shareholders.