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

In 2013,the Company Law of our country reformed the company capital system.By reducing the difficulty of establishing companies,it can encourage masses to start business,increase the employment and promote economic development.However,big changes lacked the design of supporting measures,the negative effects brought about by the subscription system also come into being.The imbalance between the interests of shareholders and creditors is becoming more and more serious.The autonomy of shareholders' contribution has greatly increased the number of shareholders who are in a state of underpayment without capital contribution.If the Company Law of 2005 provides for two or five years of funding period can not be surprised,how about 10 or even 50 years?When the creditor's rights can not be realized,can they ask the shareholders who have not paid capital contribution because deadline not coming,or can they accelerate their capital contribution obligations?Due to the lack of legislation,the judicial authorities do not have a consistent understanding of this issue.Even if they think that the shareholders' contribution obligations should accelerate,they also differ greatly in the specific handling details.The phenomenon of different judgments in the same case is particularly prominent.Based on such a practical situation,this paper analyzes the system of accelerating shareholder's capital contribution obligation,explore its necessity and legal basis,and put forward own views in order to benefit the legislation and judicial practice.Specifically,this paper consists of three parts:introduction,text and conclusion.In the foreword part,mainly introduces the reform of the capital system in our country,and the phenomenon of different judgments in the same case in judicial practice leads to the research on the acceleration of shareholders' capital contribution obligation.The text is divided into four parts.first,an overview of the acceleration of shareholders' contribution obligations under the subscription system,and defines the acceleration system of shareholder's contribution obligation,including its applicable premise and responsibility.The second part,from creditor protection problem to be solved urgently,our country existing legal system limitation analysis and the shareholder contribution obligation acceleration's superiority,it affirms the necessity of the application of acceleration system of shareholder's contribution obligation under the subscription system.In the third part,demonstrating that the acceleration of the shareholder's contribution obligation is the unity of rights and obligations,the requirement of the company's capital enrichment,the legal nature of the shareholder's contribution obligation allows the law to intervene in it appropriately.Through the theoretical analysis of creditor's right of claim in Anglo-American law system,the mainstream theory of creditor's right of claim in our country is analyzed,finally ensure that the creditor's subrogation theory and the legal debt theory can be used as the legal basis of the creditor's direct claim in the system of accelerating shareholder's contribution obligation.In the fourth part,the author puts forward some suggestions on how to apply the system of accelerating shareholder's contribution obligation in judicial practice,in order to unify the applicable standards of the system.The conclusion part,summarizes the viewpoint of this article,look forward to the legislation of our country to establish the system of call-up.