The Research On Breach Of Time Limit Of The Shareholder's Capital Contribution In The Realization Of Individual Creditor's Right

In order to further reduce the threshold for the establishment of the company,the 2013 company law reform makes important adjustments to the company's capital system,which enabled the shareholders' rights to be greatly expanded.One of the important changes in the reform is the implementation of the subscription system,the elimination of the minimum capital limit and the legal change of the original capital contribution deadline,which means that the shareholders can independently determine the company's subscription amount and capital contribution period through the company's articles of association.Subsequently,,many companies emerge with very few paid-in capital,large subscriptions,and subscription deadlines of as much as 20 or even 100 years.The capital contribution period seems to provide a protection umbrella for "Laolai" shareholders.Then,whether the interest of the creditor is squeezed out of autonomy of the capital contribution deadline.When the due debt cannot be paid,whether the individual creditor can request the shareholder's capital contribution obligation to expedite the expiry,and this is the topic of this paper.In the introduction part,this article is based on the Shanghai-based Xiangtong International Trade Co.,Ltd.and the defendants,Shanghai Haoyue Investment Management Co.,Ltd.,Xu Qingsong,Mao Xiaolu,Jie Changjian,Lin Dongxue's equity transfer case,in which the capital contribution deadline is broken for the first time.The topic of the article is that,for a rogue company,when a creditor's right expires,whether a single creditor can require the shareholder's capital contribution period to expedite the expiration.In the first part,because the judicial practice community and the theoretical community have not formed a unified approach and opinion on whether the capital contribution period has accelerated expiry,in order to have a relatively complete and in-depth understanding of the topic,this paper has searched relevant cases and read relevant documents,and further sort out the arguments for arguments.In general,judicial practice and the theoretical community's attitudes toward this issue are broadly divided into supportive,oppositional and eclectic.In the second part,this article analyzes the main articles on which the accelerated support is based on,including article 3 of the Company Law,article 13 of the Corporate Law Judicial Interpretation III and analogy with the 35th article of the bankruptcy law.After the analysis,it was finally concluded that the above provisions are difficult to provide sufficient legal basis for accelerating the expiration.In the third part,after the reform of the capital system,the role of the legal personality denial system will be further exerted.But specifically,to the topic of this paper,can the denial of legal personality apply?On the one hand,the legal personality denial system,particularly the denial of legal personality on the grounds of significant lack of capital,is very stringent in terms of specific application.On the other hand,it is even more critical that there are essential differences between the legal personality denial system and the expiry of the capital contribution period due to their principle and responsibility.Therefore,the legal personality denial system is difficult to apply to the accelerated expiry of the capital contribution period.In the fourth part,because the basis of supporting the expiry of the expiry can't be found,it is necessary to change the thinking and start thinking about whether it is really necessary to accelerate expiry.From the perspective of the nature of the shareholder's contribution obligations,the establishment of the existing legal system to expedite the maturity of the system,and the protection of creditors' interest in the view of Article 35 of the Bankruptcy Law,it was finally concluded that apart from the circumstances stipulated by law,the shareholder capital contribution period should not be accelerated.maturity.In the fifth part,the article further considers the relationship between the subscription system and the due acceleration.On the one hand,this paper believes that autonomy of the capital contribution period is consistent with the trend of capital system deregulation and is a beneficial change from "capital credit" to "asset credit".On the one hand,the solution to rogue companies problems depends on the role of the supporting systems such as the publicity mechanism and credit constraint mechanism under the market mechanism.