Study On The Accelerated Expiration Of Shareholders’ Capital Contribution Obligation Under Subscription System

The reform of the company law in 2013 has confirmed the status of the capital subscription system in our country.It can not be denied that this system has enhanced the market vitality and promoted the economic development to a certain extent,but it ignores the other market main body-creditor,and the related creditor protection mechanism does not follow up in time,which not only increases the transaction cost of the creditor,but also increases the risk of the realization of the creditor’s rights.In the case of bankruptcy of a company,the creditors May,through Article 35 of the bankruptcy law,require the shareholders to contribute capital to accelerate the expiration of the term in order to protect their rights,but when the time limit for the shareholders’ contribution has not expired during the company’s existence,however,the protection of creditors’ rights has become a "Land beyond the law",which is difficult to remedy.Based on the protection of the interests of creditors,the demand of "Non-breaking and accelerating" came into being.To this end,three different theories of affirmation,negation and compromise have come into being in the academic circle.By refuting negation and compromise,and supporting affirmation,analyze the feasibility of implementing accelerated expiration during the life of the company.At present,the attitude of our country’s judicial adjudicators is not consistent with "Non-breaking acceleration","Different judgments in the same case" happens from time to time,through the analysis of some cases in the second instance and the sorting out of the reasons for the judgment,it is not difficult to find,in our country,the problems of accelerating the expiration of shareholders’ capital contribution obligation mainly focus on the following points:The lack of clear legal basis,the limitation of the application of the existing relief ways,the lack of collection mechanism within the company,and the unsound information disclosure mechanism,it also proves the necessity and urgency of perfecting the relevant system of"Non-destructive acceleration".In the light of the international situation,aiming at the above-mentioned problems,perfecting the system of accelerating the maturity of shareholders’ capital contribution in our country can be started from the following aspects:First,clarifying the applicable standards of Article 13,paragraph 2,"The third interpretation of the company law",in order to provide legal basis for"Accelerating non-bankruptcy",the specific application of " Unable to pay off the debts due" and " Failing to fulfill or not fully fulfill the obligation of capital contribution" should be made clear,on the basis of meeting the latest legislative trend of the company law(revised draft),this paper puts forward some suggestions on the perfection of the Board of directors’ collection system from the perspectives of collection subject,collection situation,collection procedure and collection responsibility,third,to improve the enterprise information disclosure system,will expand the scope of information disclosure,establish the discredit punishment system" Two hands ",while safeguarding the right of creditors to know,it can also deter companies by punishing them to ensure the authenticity of their public information and break the Information asymmetry between creditors and shareholders,led by the government to introduce third-party credit assessment agencies,unified assessment standards,clear accountability mechanism for creditors to make correct market judgments to provide data support.In this way,the interests of creditors can be protected to the greatest extent,and a good business environment can be formed as soon as possible.