Research On The System Of The Disposal Of Contributions Claim In Germany

The reform of Company Law in our country in 2013 abolished the statutory period of capital contribution stipulated in the former Company Law.The abolishment led to the emergence of a large number of companies,which have a relatively long period of capital contribution in our country.Some shareholders will even be more than 100 years old during the expiration of their capital contribution.In response to this problem,our country's academic research and judicial practice are actively looking for solutions.Now a common solution,which has been adopted by several judges in the real cases,is the extensive interpretation of the Article 13,Paragraph 2 of the"Provisions of the Supreme People's Court on Several Issues Relating to Application of Company Law ?".Hereby the non-contribution of the shareholders(even if the contribution period has not expired)belongs to the situation that "a shareholder that has not performed capital contribution obligations or has not fully performed capital contribution obligations".However,such an approach has a negative impact on the shareholders' term benefits,which has led to the conservative attitude of the vast majority of judicial cases.On this issue,how to balance the interests of shareholders and creditors is an urgent need to be resolved after the reform of the Company Law in 2013 in our country.As a pioneer of the system of limited liability companies,after more than a hundred years of exploration,Germany's corporate legal system has become more sophisticated and mature.Moreover,the legal backgrounds of China and Germany are relatively close,and the German company legal system has a great reference value to our country.As a result,I tried to take the opportunity of studying in Germany to conduct an in-depth exploration of Germany's system of the disposal of contributions claim.By studying German academic theories and judicial cases,I hope that this system can be introduced into our country to solve the problems of our company Law reform.The first part of this article introduces the problems that Company Law in our country faces after the abolishment of the statutory period of the capital contribution,namely,there are some companies that have a long capital contribution period,which has caused some difficulties for the protection of creditors.The second part introduces the research status quo of this issue in academic research and judicial practice in our country.Many solutions have been put forward in academic research,but there are still some shortcomings and deficiencies.The common solution,which has been adopted in the real cases,is the extensive interpretation of the Article 13,Paragraph 2 of the "Provisions of the Supreme People's Court on Several Issues Relating to Application of Company Law ?".However,the attitudes of the courts in various places on this interpretation are still not unified.The third part introduces the system of the disposal of contributions claim of German company law in detail from the three aspects of elimination,concession and enforcement.The contributions claim is the company's right to request the shareholders to perform their capital contribution obligations.These claims are part of the company's assets.The fourth part discusses the conflict and contradiction between the concept of "contribution obligation" and the "right" system of our company law and civil law,analyzes the feasibility of introducing the system of the disposal of contributions claim into China,and analyzes the reason why our country now faces the dilemma and the reference meaning that the German company law system can bring to our country.The fifth part is the conclusion.