Research On Accelerated Expiry Of Shareholder’s Investment Responsibility In The Subscription System

After implementing subscription system,shareholder enjoys fully autonomous right,but ignores protection of company creditor’s interest.The conflict exists between the interest of shareholder’s investment period and the interest of creditor and protecting creditor’s interest is the intrinsic requirement of legal capital system.However,laws of our country lack the supporting measures for protecting creditor’s right.Based on protecting creditor’s interest,it is necessary to require accelerating the expiration of shareholder’s investment responsibility.There is a certain dispute in juridical practice and theoretical cycle,but it cannot confront the third person beyond the company specified internally.Accelerated expiration has low-cost relief advantage.Nonperformance or failure of full performance should adopt the extensive interpretation.The theory that the accelerated expiration will not cause inequality to other creditors proves the accelerated expiration feasibility of shareholder’s investment.However,there is big dispute for proving the legal basis that creditor requires accelerated expiration of shareholder’s investment responsibility so as to assume the complementary liability for compensation.The exercising of creditor’s right of subrogation requires the expiration of debtor’s right;the right infringement theory cannot reasonably interpret that shareholder has the viciousness of infringing the non-existent creditor’s interest at the establishment stage of company;the unpaid investment of shareholder is difficult to meet the important condition required by the trust;the statutory debt theory originates from American Law,but it doesn’t conform to Chinese nationality completely.Therefore,the above theories have defects in proving the legal basis of accelerated expiration of shareholder’s investment responsibility.The warranty liability theory in the principle of honesty and credibility can prove the legal basis of accelerated expiration of shareholder’s investment responsibility.It requires investigating and judging the reasonability of investment period from company type and business operation.Only if in unreasonable situation,it requires creditor of undertaking the general warranty liability similar to maximum limit warranty.In judicial application,it should allow creditor of the company to prosecute the company as well as shareholder.Moreover,it is applicable to the inversion of burden of proof,so shareholder cannot advocate deducting the interest to company creditor and company.However,on the premise of without violating fairness and justice,shareholder can propose to other shareholders.And,the creditor of company can requires shareholder to assume the complementary liability for compensation directly in the execution procedure without judgment,which is supported in the judicial practice.