Research On Shareholders' Contribution Accelerating Under The System Of Capital Contribution Subscribed

In 2014,the new Company Law of the People's Republic of China was implemented in our country,which changed the paid-in system of China's capital into the system of recognition,and gradually moved to the authorized capital system.Many cases revealed that the shareholders' capital contribution term interests conflict with the protection of creditors,however,lack of support of measures corresponding to subscribed system,together with imperfect market of credit evaluation system,and the company information mandatory disclosure scope is narrow,these have led to accelerating shareholders' capital contribution under the capital subscribed system.When the shareholders' capital contribution period agreed for too long,the debt arrivaling its time limit or company without solvent,the cases of creditors asked for accelerating shareholders'capital contribution continuously appeared,so the shareholders' capital contribution accelerating is not only a theoretical problem,but also a practical problem.At present,there are three different views on affirmation,negation and compromise in domestic scholars,and equity holding,transfer of non capital equity and shareholder capital contribution in the reorganization process such complicated conditions need to be addressed,which needs to be discussed in the case.Represented by the United States in its authorized capital system in Anglo-American law system established institutions and rules,such as directors responsibility,lifting the veil of the corporation,equitable subordination rule,which are effectively preventing abusing the independent personality of a company by shareholders and encroaching on the interests of the creditor.In continental law system countries,Japan has also carried out the reform of the corporate capital system,from the legal capital system to the authorized capital system,the regulation of directors' responsibility and distribution of corporate earnings and profits is worth using for reference.To solve the problem of shareholders' capital contribution accelerating under capital subscribed,first of all,it must be strictly in the existing "company law" and its judicial interpretation of the relevant provisions of the applicable scope,and shall not be arbitrarily expanding explanation.At the same time,we should pull the principle of equitable subordination in the framework of the "bankruptcy law" of China.Secondly,it is necessary to establish a reasonable mechanism for the payment of company,and make clear the rules of the subject,responsibility and procedure.Thirdly,perfect enterprise information disclosure system and market credit evaluation system can give creditors information of risk judgment and eliminate information asymmetry.Finally,improving the alternative remedies,such as the company personality denial system,making the responsibilities of directors and executives specific,which can coordinate the interests of all parties and meet the flexible financing needs of modern enterprises.