Research On The Early Expiration System Of Shareholders' Capital Contribution

Under the background of mass entrepreneurship and innovation,the subscribed capital system cancelled the minimum registered capital,reduced the threshold on the establishment of the company,and shareholders could appoint the amount and deadline of the funding by themselves.It immensely guaranteed the shareholders' liberty in contributive.At the same time,the reform of the subscribed capital system also puts forward new requirements for the protection of the interests of the company's creditors.Before the expiration of the shareholder's capital contribution period as stipulated in the company's articles of association,the company is unable to pay off its due debts.Whether the creditor can require the shareholders' capital contribution responsibilities to expire prematurely,that is,require the shareholders to assume supplementary responsibilities,which has caused widespread controversy among academic and practical circles.Based on the background of the reform of subscribed capital system,this paper carries out a type analysis of the early-expiration period of shareholder's capital contribution responsibilities,points out the deficiencies in the current legal system concerning the provisions of the system,and puts forward corresponding suggestions for improvement.Expect the introduction and epilogue;this paper's specific structure is as follows.The first part is a review of the status quo of our country's shareholder capital responsibility early maturity system.This section points out that China currently has the relevant provisions of the shareholder capital responsibility system,but it is limited to bankruptcy procedures and company liquidation procedures.In the process of bankruptcy,it is of less effective to make the shareholder's capital contribution responsibilities be prematurely due.The early maturity of the shareholder's capital contribution under the liquidation situation of the company only involves the determination of the company's liquidation assets,and has no direct connection with the purpose of protecting the interests of creditors.The construction of another system of early expiration of capital contributions beyond the bankruptcy and liquidation procedures does not apply the current law.The second part is the practical analysis of this issue.In this section,statistics were made on recent cases requiring shareholders to fulfill their capital contribution obligations.It was found that most of them opposed the early expiration of the shareholder's capital contribution obligations.The grounds for opposition are mainly "the lack of clear provisions of the law" and "there is no violation of the promise of subscription,and the failure to make contributions due to the unfulfilled deadline does not constitute a breach of the capital contribution obligations." There are also a small number of cases that support the early expiration of shareholder's capital contribution obligations.The main reasons are: Firstly,protect the interests of the company's creditors;Secondly,the shareholder's contribution obligations are statutory obligations,and will not be eliminated due to the arrangement of the capital contribution period;thirdly,the company law is applicable.In Article 3,it is considered that the shareholders' unpaid contribution constitutes the company's liability property.The third part is the theoretical analysis of the question.This section briefly introduced the legislative value of requiring shareholders to mature their capital contributions in the first.One is based on the purpose of protecting the interests of the company's creditors,and the other is to improve the efficiency of the law. Secondly,this part introduces the current three views on the applicability of shareholders' early-appropriation of capital contributions,and points out that the reason for affirmative is more convincing. This section also analyzes the theoretical foundation for the early maturity of the applicable shareholder's capital contribution responsibility,and points out the flaws in the creditor's subrogation claim theory and the third-party tort theory,and proposes that it is appropriate to draw lessons from the experience of the United States law and regard the legal debt theory as a shareholder's capital contribution responsibility in advance.The theoretical basis for expiration.The fourth part of the article puts forward suggestions for the specific construction of the early maturity system of shareholder capital contributions under non-bankruptcy circumstances.Firstly,it proposes that this system can be built by stipulating in the company law,by interpreting article 3,paragraph 2 of company law,and by expanding the interpretation of article 13,paragraph 2 of the third judicial interpretation of company law.And it is more feasible to expand the interpretation of the relevant provisions of the judicial interpretation.Secondly,this part puts forward that it needs to clarify the applicable conditions for the early maturing of shareholders' liability in non-bankruptcy situations,and to look “the company's debt cannot be paid off through enforcement” as the standard to judge that “the company cannot pay off its debts” to increase its operability.Finally,this part also proposes that a capital contribution mechanism should be introduced to urge shareholders to invest in capital and prevent shareholders from failing or not fully fulfilling their capital contribution obligations,which will bring disadvantages to creditors' interests.