The Research On The Acceleration Of Shareholders' Capital Contribution Responsibility Under Subscribed Capital System

The change in the Company Law of 2013,giving more autonomy to the shareholders,and also making the shareholders' capital contribution responsibility problem more complicated.One of the most prominent problem is that the new "Company Law" established the capital subscribed system,canceled the subscription shareholders to subscribe the deadline limitation,the shareholders can make funding arrangements freely in the company's articles of association.When the company is unable to pay off the expired debts,and the shareholders' capital contribution period has not yet expired,whether creditors can request the investment responsibility of shareholders in advance of acceleration,the obligation of contribution,whether the company can fulfill their obligations to shareholders in advance,and how to realize.For this issue,whether in theory or practice,there are a lot of controversy.Therefore,the analysis of the acceleration of the shareholder's capital contribution is conducive to the improvement of the theory of shareholder contribution responsibility,the unity of the judicial trial,the protection of the interests of creditors and the stable development of the company.First of all,it is necessary to determine the effectiveness of the existing system of shareholders agreed to pay,which is to determine the basis for accelerated maturity.Although more and more attention has been paid to the contractual nature of the shareholders,the freedom of contract is still subject to the law.Therefore,under the current system of payment,the shareholders still have to bear the legal responsibility for investment.The agreement between the shareholders is not only reflected in the company's articles of association,but also reflected in the investor agreement.When the articles of association of the company and the contents of the investment agreement conflict,how to judge the effectiveness of both.In certain circumstances the investor agreement can also be used as the basis for shareholders to accelerate the maturity of investment responsibility.Under the current subscription system,shareholders are still mutual legal guarantor for each other,after a shareholderbear the responsibility to accelerate the expiration,he can recover to the other subscribed shareholder who has not yet contributed capital.Secondly,this paper further analyzes how to realize the acceleration of shareholder's capital responsibility on the basis of maintaining the company's operation.For the company,the autonomy of the company charter is undoubtedly the best way to achieve,not only achieve the acceleration,maintain the normal operation of the company,but also the full expression of the true meaning of the shareholders.However,under the environment of China's market economy,corporate autonomy still has many defects,can not be fully,effective and reasonable use.Although most of the time shareholders and the company's interests are consistent,but the current law give shareholders the right to freedom,will inevitably become a shareholder to seek their own interests.Shareholders committed to the subscription has been unable to meet the company's current business conditions,corporate autonomy can not play a role,so it is necessary to explore the improvement of legislation.Only the autonomy of company and the legislation complement each other,be able to solve the problem better,reduce the occurrence of loopholes.For creditors,in the confirmation of shareholder responsibility to accelerate the expiration,they can apply the "Judicial Interpretation of the Company Law(Three)" Article 13,requires the shareholders who without capital contribution to bear the supplementary liability of compensation.In the specific action of acceleration,we need to analyze several problems,clear the standards of the company can't discharge the debts,when the creditor lost his lawsuit,whether other creditor can re-sue the shareholders,when the acceleration causes disappeared,whether the shareholder can request to return his capital.And then research on the acceleration of shareholder's capital contribution responsibility under the disregard of corporate personality,the company lack of capital,shareholders abuse the subscribed rules,arbitrarily extend the term of capital period,evade the debt,whether to give priority to use the acceleration.Finally,when the operation of the company terminates and goes into bankruptcy or dissolution process,how do we treat the shareholder's capital contribution and accelerate the exercise of the maturity? In accordance with the explicit provisions of the existing laws,the shareholder's contribution in the bankruptcy proceedings andthe liquidation procedure shall not be limited by the term of contribution.So,how to look at the existence of the company and the termination of the company's accelerated maturity problems,whether the conflict between the two are worthy of our thinking.