Research On The Accelerated Expiration Of Shareholders' Capital Contribution Obligation

Since the implementation of the subscribed capital system in 2013,the minimum amount of the company ’s registered capital and the time of payment have been cancelled,and the shareholders of the company have the right to choose the amount of investment and the period of investment.The reduction of market access standards is also a stimulus to market vitality.However,a high degree of freedom has a negative effect on the independent use of company funds and the protection of creditors.Therefore,in the case of the existence of the company,in order to protect the legitimate rights and interests of creditors,creditors should be given the right to request shareholders to pay their capital contributions in advance,and bear additional liability to protect the interests of creditors.The accelerated maturity system of shareholders ’capital contribution obligations(hereinafter referred to as " accelerated maturity ")has sparked heated debate in academic and practical circles because it violates the capital contribution period interests set by the subscribed capital system for shareholders.Article 6 of the Minutes of the Civil and Commercial Trial Work Conference of the National Court clearly points out that the accelerated expiration should be supported through two ways : enforcement and bankruptcy.The purpose of this clause is to alleviate the interest dispute between shareholders and creditors,but the effectiveness of this measure is limited.Although the ’ Company Law of the People ’s Republic of China(Revised Draft)’ proposed a plan to allow accelerated maturity in 2021,there are no clear provisions on the criteria for determining the insolvency of the company,the subject and procedures in the internal reminder mechanism of the company.Based on this,this paper will conduct a comprehensive and systematic analysis and discussion on the accelerated expiration system.On the basis of a general overview of the accelerated expiration system,this paper discusses the application status and controversial focus of the accelerated expiration system,and expounds specific problems through case retrieval and analysis.Furthermore,it analyzes the existing problems of the accelerated maturity system,and explores the extraterritorial system and introduces the shareholder call system,which provides a new idea for accelerating maturity.Finally,it puts forward suggestions for improving the accelerated maturity system,including clarifying the subject,scope and specific standards of accelerated maturity,improving judicial practice,and defining shareholder repayment.