On The Rationality Of Accelerating The Expiration Of Shareholder's Contribution Obligation

In order to lower the threshold for entrepreneurship in China,to make company which is the most important market subject type be utilized by more entrepreneurs,and to make sure companies play an important role in the economic field,our country has made material amendment of the Company Law of the People's Republic of China in 2005.After that,it has been amended in 2013 again,which changes the legal capital system to subscribed capital system in principle.Since then,the current Company Law of the People's Repu'blic of China allows companies to be established with shareholders subscribing the registered capital of the company.The law does not impose a time limit on the actual payment of subscription or paid-in by a shareholder.The period of the shareholder's acceptance or subscription of the contribution shall be specified by the articles of association.The reform of the capital system in the current Company Law of the People's Republic of China has a great influence on the asset structure of the company which act as the credit guarantee of external business activities.According to the traditional corporate theory,the reason why a company is a legal person and has an independent personality in law is that it owns property that bears responsibility for the outside world.The basis for which the company has an independent legal personality in law,can carry out civil and litigation activities in its own name,and take the corresponding legal responsibility is that the company has its own independent property as the company's responsible property.When the company's responsible property is established by the company,it is the capital contribution paid by the shareholders.With the development of the company's business activities,the company's responsible property also includes the assets accumulated by the company's profits which are not distributed to the shareholders.In other words,although the payment period of the company's shareholders'capital contribution or subscription is not prescribed by law and the payment period stipulated in the articles of association is far from fixed,it does not mean that the shareholders' capital contribution or subscription cannot be implemented,but will still ultimately be carried out.The amount of capital contribution paid or subscribed by the shareholder shall be the non-real estate assets of the company,but the owner company shall adopt a special form of possession,which is similar to the instruction possession of movable property.Under the subscription capital system,shareholders do not need to pay their contributions immediately and fully,which not only gives period interest to the shareholders,but also has an enormous impact on the degree of enrichment of the company's capital and this has a further influence on operating companies and will damage creditors legal advantages.Does the creditor have the right to request the shareholder who has not completed the contribution period to pay the contribution in advance when the company is unable to pay off the due debt?If so,how can creditors exercise this kind of right?Therefore,a consensus has not been researched both in theory and judicial practice cannot reach a consensus.The adequacy of corporate capital and the legitimate rights and interests of creditors cannot be effectively guaranteed.It can be seen that it is of great practical significance to analyze the system of accelerating the expiration of shareholder's contribution obligation,which is helpful to recognize the defects existed in the subscription capital system currently in effect and to improve the liability mechanism and creditor protection of shareholder's contribution and promote the healthy development of market economy.