Research On Accelerating The Maturity Of Shareholders’ Contribution Obligation

Due to the amendment of the Company law,the amount of capital contribution does not have to be paid when the company is established,which reduces the threshold of company registration.Therefore,the shareholders of the company can take advantage of this legal loophole to agree an unreasonable amount and period of investment in the actual payment,subscription and investment period,while creditors are not aware of the real investment and operating conditions of the company,resulting in increased risks for creditors and reduced credit of the company.In recent years,a series of civil and commercial cases caused by this have increased greatly.In order to coordinate the creditor and debt relationship between the company,shareholders and creditors,improve the relevant legal system and protect the legitimate rights and interests of creditors,the accelerated expiration of shareholders’investment obligation is studied.After the analysis of relevant literature and cases,it is found that there are several different views in theory and practice on whether the shareholders’investment obligation should be accelerated to maturity:supporting,opposing and neutral.The supporting theory holds that when the company is insolvent and unable to pay off debts,creditors have the right to ask shareholders to speed up the performance of investment obligations.The objection is that creditors have no claim and do not support accelerated maturity.According to compromise theory,when the company is in trouble and has not gone bankrupt,it can establish the mechanism of accelerating the performance of shareholders’investment obligation based on the subscription system,without depriving the company of all term benefits.The sixth article of the newly issued "Jiu Min Ji Yao" makes two provisions for supporting accelerated expiration:First,in the case of the company as the person subject to execution,the court still has no property to execute by all means.Second, after the company has incurred debts,the shareholders’ meeting decides to extend the period of shareholders’contribution by other means.In addition,they do not support the accelerated maturity of shareholders’ investment obligations.By analyzing the application and dilemma of the accelerating expiration of shareholder investment obligation,it is found that the phenomena of the same case and different judgment will appear in judicial practice.This paper analyzes and studies three conditions that should be met for accelerating the performance of shareholders’investment obligation:first,the company is currently in normal operation,second,it is unable to repay the debt,third,the shareholders’ investment has not reached the deadline.At present,the company law has not made the provision of contribution,so the relevant legal system should be perfected.This paper discusses the perfect method to realize the coordination of the interests of shareholders and creditors under the subscription system by sorting out the defects of unclear theory and ambiguous judicial practice.For example,there are increased legal or judicial interpretation,the establishment of the company’s investment management committee,the construction of information publicity and disclosure system,the construction of shareholder investment call system.