Research On The Application Of Accelerating To Deadline Of Shareholder's Capital Contribution Obligation Under No Paid-up Equity Transfer

The reform of corporate capital system provides the space for shareholders to fully sense autonomy,but weakens the protection of creditor's interests and ignores the security of transaction on the basis of improving efficiency.In the case of the transfer of the stock right,the shareholders(including the transfer shareholder)should be liable for the debts which the company cannot discharge or may not pay off,which is a legal question which has not been settled in the theory and Practice Circle of the Corporation law.This article holds that,when the company cannot discharge or may not discharge the maturing debt but the parties think that it is not necessary to enter into bankruptcy liquidation,in accordance with the agreement of the investor and the Articles of Association of the company,even if the shareholders who have not reached the investment period still need to bear the supplementary liability to the company The creditor may request the shareholder who has not reached the investment period to fulfill the capital contribution obligation to the company in advance by means of litigation,so that the company can bear the corresponding legal liability to the creditor.The external liabilities of the company occur before the transfer of the pending equity,and the transfer shareholder shall be jointly and severally liable.The first part is the origin of the problem: typical case and its controversial focus.When the company fails to pay off the maturing debt,there are three representative viewpoints on the issue of two typical cases involving the accelerated expiration of the shareholder's investment obligation after the transfer of the outstanding equity.The first point of view is that in the case of shareholders ' capital contribution period,in order to avoid the occurrence of individual liquidation,shareholders cannot be directly required to bear the supplementary liability.The second view holds that the shareholder's contribution obligation is a legal obligation,and the shareholder should bear the supplementary liability.The third view is that the nature of creditor's rights should be differentiated from the amount of creditor's right.On the basis of determining whether the shareholder's contribution obligation accelerates,the question of whether the transferring shareholder should bear joint and several liability should be determined according to the time of the debt occurrence.The second part analyzes the application predicament of the system of accelerating the maturity of shareholder's contribution obligation.There is a controversy about the nature ofshareholder's contribution obligation under the system of recognition,and the explanation of legal obligation and contractual obligation is one-sided,and the combination of the two points is more consistent with the original intention of capital system reform.Under the system of recognition,the shareholder's capital contribution period is arbitrary,plus the transfer without restriction,which will result in the shortage of the solvency of the company,thus triggering the application of the shareholder's investment obligation to accelerate due to the non-bankruptcy liquidation.The third part discusses the rationality of the application of the shareholder's investment obligation accelerating.Firstly,we should design the procedure of the transfer of equity,reduce the risk of the above problems and prevent them from happening.Secondly,after the free transfer of the stock right,the company cannot pay off the maturing debt,and in the responsibility,it should affirm that the creditor can make the investment obligation of the shareholder with the period of the law does not prohibit individual repayment to the creditor,and the accelerated expiration of the capital contribution obligation in the bankruptcy law is just another kind of relief for the creditor;Finally,in the implementation of the application of the shareholder's capital obligation to accelerate the expiration of the system,the additional capital period is not the shareholders of the executive,enriching the relief of creditors.