The Research On The Accelerated Maturity Of The Shareholders' Contribution To The Registration System

In 2013,the company law made a series of reform for the capital system.The registered capital of the company was converted into a capital recognition system.It abolished the minimum capital and the payment deadlines for ordinary companies.And it also canceled the capital verification procedure.There is no doubt that it has a positive effect on rejuvenating the market.That Lower the barriers to entry directly and strengthened the autonomy of the company,at the same time,it reduces the overreach of public power over the subject of the market.In fact,our current capital system is different from the legal capital system that needs to be paid in the traditional way.It is also different from the authorized capital system that can authorize the shares.it is essentially a system of contracts subscribed.This modification is just a part of changes guided by the basic principles of the capital system.The breakthrough,abandonment and change of a number of specific legal rules,it does not constitute a subversive influence on the recognition and accountability of capital laws.The reform measures also do not negate the basic principle of the system of contribution.It does not mean that shareholders may make arbitrary commitments to the registered capital and its recognition and performance.Eliminating the minimum amount of registered capital will only change the amount of the shareholder's contribution.As for the indefinite payment system,it only changes the time limit for shareholders to meet their obligations.Abolishing the verification procedure is not the legal requirement to deny the authenticity of capital,while Change the way of realizing the true capital.Cancellation of the minimum amount of registered capital,only the amount of the shareholders' contribution to the fund;The company capital is transformed by the limited recognition of the payment system into the unlimited recognition system,and only the time limit for the shareholders to meet the obligations of capital contribution;The characteristics of the abolition of capital verification legal procedure is by no means deny the truthfulness of the capital law,just change the way capital real implementation,not exempt from the related shareholder capital contribution obligations and responsibilities.It is not exempt from the responsibilities of the relevant shareholders.However,because of our country's bad credit condition,and the lack of corresponding guarantee mechanism,capital subscribed may not fit our country,the system of capital subscribed lack the necessary contracts logical foundation and economic foundation.New capital system of shareholders' capital contribution(the main is discussed in this paper the duration of the shareholders' capital contribution),lack the necessary limit,for protecting the creditor,it lacks the corresponding responsibility.Thus it brings a problem for judicial application: in the bankruptcy cases,whether can accelerate responsibilities not expired of the shareholders?Despite it has the judicial practice on this question,there is still a lot of theoretical debate.The second part of the article discusses some of scholars' opinions on this question from the different angles and interests.They can be divided into three theories: the negative theory,the compromise theory and the affirmative theory.The negative theory considers that not expired of the shareholders shall not be liable for compensatory compensation;the compromise theory considers that whether the shareholders' contribution of capital liability will be accelerated depends on the situation;the affirmative theory considers that the accelerated maturity of the shareholders' contribution has the proper foundation,and criticizes the negative and the compromise theory.The third part of this article,by analyzing and retrieving the relevant case,introduces the judge's application to the accelerated maturity of the shareholders' contribution in practice.The fourth part of this article makes Theoretical revision and supplement to the negative theory in six aspects,and puts forward the path selection of the accelerated maturity of the shareholders' contribution from the three aspects of corporation law,contract law and administrative means.The corporation law path mainly uses these manners: defining legislatively the accelerated maturity of the shareholders' no actual contribution,explaining for the second paragraph of article 3 of the company law and the expanding of the explanation for the second paragraph of article 13 of the corporation law explanation(3),exploring suitable Collection duty of capital obligations of directors,supervisors and senior managers,and so on.The contract law path mainly sets forth from these point of view: arguing the relationship between Principle of contract freedom and contract justice principle,discussing the contract shall not harm public interests and discussing disgraceful consideration against the creditor subrogation right of claim and argument.The corporation law path mainly uses the following method to regulate: The registration authority may publicly disclose the shareholder's contribution agreement,make the shareholder's investment pledge and its performance in the enterprise credit rating.Hereby,From the perspective of private law and public law,the setting and performance of the shareholder's private investment commitments are effectively restrained.