Research On Accelerating To Deadline Of Shareholder's Capital Contribution Obligation Under The Subscribed System

Company capital subscribed system reform is a radical reform in the field of company law under the background of deepening reform and economic downturn,reflected fully respect of shareholders autonomy, stimulating the enthusiasm of the public investment. However, excessive preference in reform of shareholders autonomy, has sparked the worry about protecting of creditors' interests. In May 2015, Shanghai's first registered capital subscribed capital contribution case "was born", letting the people of the concerns of the creditor benefit protection "from imagination into reality". This case sparked a judicial application problem: when the company is unable to repay debts,the creditor can request shareholder capital contribution obligations in advance of the investment period? Or can ask the shareholders' capital contribution obligation accelerate to deadline?In fact, as early as in 2006 company law era the problem has already exist, but after 2013 capital subscribed system reform abolished 2 years,5 years,the problem becomes more apparent. If 2 years, 5 years of waiting can tolerate, or even hundreds of years of waiting for creditors too fair? A more serious problem is that the creditors of waiting is not only a kind of psychological suffering, even contains a huge risk of reality. As one of the difficulties of applying law after the company capital system reform, the current laws have not clear rules, academic circles also have debated, until today is still up in the air.But the accelerating to deadline of Shareholder's capital contribution obligation has become the core of the case of the subscribed system. Therefore, can the accelerating to deadline of Shareholder's capital contribution obligation apply? How to apply?Legislation need to respond as soon as possible. In view of this, this article will put forward the theme of the accelerating to deadline of Shareholder's capital contribution obligation from the Shanghai's first registered capital subscribed capital contribution case,and demonstrate the rationality of the accelerating to deadline of Shareholder's capital contribution obligation, and then analyze of the current academic point of view, finally puts forward the suggestions of applying the accelerating to deadline of Shareholder's capital contribution obligation, to help the legislative and judicial practice. In particular,the essay will discusses the accelerating to deadline of Shareholder's capital contribution obligation from the following five parts:The first part defines the meaning and application conditions of accelerating to deadline of Shareholder's capital contribution obligation.The second part mainly demonstrates the rationality of accelerating to deadline of Shareholder's capital contribution obligation from the perspective of legal theory,including creditor benefit protection principle, the principle of unity of rights and obligations, legal benefit theory and the principle of capital credit.The third part mainly summarizes and response the current academic viewpoint,further to seek theoretical support for accelerating to deadline of Shareholder's capital contribution obligation. First of all, the essay summarizes three views of academic circles:positive views, negative views and moderation views. Secondly, on the premise of positive views, respectively to evaluate three kinds of view, at the same time remarks on the Shanghai's first registered capital subscribed capital contribution case.The fourth part from the abstract theoretical arguments to specific laws apply, shows the difficulties of applying the accelerating to deadline of Shareholder's capital contribution obligation, and lay the foundation for the fifth part.The fifth part on the basis of the paper, makes suggestions from four aspects: the gist should be Company Law Judicial Interpretation ? the second paragraph of article 13; Only when the debts are not enforceable by the company is confirmed by the court,can affirm the company is unable to repay debts; Creditors can regard the company and shareholders as co-defendants; Shareholders who before the investment period cannot claims interest deduction to creditors and the company, but to other shareholders.