| In order to inspire the enthusiasm of investors and promote the prosperity and development of market economy,the 2013 revision of the "company law" to establish the company's capital system in China formally to be fully subscribed system,under the system of fully subscribed,shareholders can decide the subscribed amount and time limit,as a result a dilemma: in a bankruptcy case,whether to allow shareholders' capital contribution obligation to accelerate due? There are different responses in the theoretical circle.If the accelerated expiration of shareholders' investment obligation is denied,the rights and interests of creditors are difficult to be protected.If it is certain to accelerate the expiration,it is contrary to the legislative purpose of the current full subscription system.Due to the lack of clear provisions of laws and regulations in China,there are contradictory judgments in judicial practice,and the judicial phenomenon of "different judgments on the same case" has seriously affected the authority and unity of the rule of law.Based on accelerating the analysis of the necessity and rationality of the shareholders' capital contributions to,through the method of empirical study,will be from 2016 to 2018 of the 158 ruling content analysis and summary of the textual research way through legislation directly invest to build due obligation acceleration system caused trouble,resulting from the company autonomy,the information disclosure and improve the existing legal system and so on many Angle to explore,to seek the bankruptcy case meet the requirements of the system fully subscribed to effectively solve the path.This paper is divided into four parts:The first part,to formulate the bankruptcy case the origin of the shareholder capital contribution obligation acceleration due to problems,reveal fully subscribed under the contradiction caused by the problem,and then from the perspective of the company law,through the applicable law to explain three "in the second paragraph of article 13,the second paragraph of article 3 of the" company law "and" company law "article 20 of the lack of personality denial system,found the company law to solve the problem of difficult.At the same time,from the perspective of other laws and regulations,this paper expounds the limitations of bankruptcy law,relevant provisions of civil law and the principle of good faith to solve the problem of accelerated maturity of shareholders' investment obligation.Finally,it is concluded that according to the current legal system,it is difficult to resolve the problem of accelerating the expiration of shareholders' investment obligation.The first part,to formulate the bankruptcy case the origin of the shareholder capital contribution obligation acceleration due to problems,reveal fully subscribed under the contradiction caused by the problem,and then from the perspective of the company law,through the applicable law to explain three "in the second paragraph of article 13,the second paragraph of article 3 of the" company law "and" company law "article 20 of the lack of personality denial system,found the company law to solve the problem of difficult.At the same time,from the perspective of other laws and regulations,this paper expounds the limitations of bankruptcy law,relevant provisions of civil law and the principle of good faith to solve the problem of accelerated maturity of shareholders' investment obligation.Finally,it is concluded that according to the current legal system,it is difficult to resolve the problem of accelerating the expiration of shareholders' investment obligation.The third part is to resolve the path choice of the shareholders' contribution obligation to accelerate the expiration problem.This part first analyzes the necessity of accelerating the capital contribution obligations of the shareholders due,and from the perspective of the risks brought by the shareholders' investment period,the interests of small and medium shareholders,and the principle of benefit,it affirms the need to accelerate the capital contribution obligations of the shareholders due.Immediately,the author has questioned the current academic circles,the construction of shareholders' capital accelerated expiration system,the author's term interests from shareholders,the protection of all creditors,the aggravation of shareholder responsibilities,and the immature four aspects of constructing a new system.Conducting a step-by-step analysis,pointed out some of the shortcomings of the construction of the accelerated expiration system.Finally,through the trade-off between advantages and disadvantages,it is concluded that we should choose an optimal path to solve this problem from the perspective of perfecting the existing "Company Law" system and from the perspective of corporate autonomy,rather than designing a series of complicated rules.To rebuild the accelerated expiration system.In the fourth part,The design of the shareholder's contribution obligation to accelerate the expiration issue.Firstly,by strengthening the current information disclosure system,give full play to the pre-supervision role of the establishment of the company;Then,it learns and learns from overseas experience,endowing the right of collection to the board of directors or directors of the company,legalizing the obligation of collection of directors,and giving the right of collection to the autonomy of the company.On the premise of conforming to the full subscription system,it can solve the problem of accelerating the maturity of shareholders' obligation of capital contribution to the greatest extent.In the end,from the perspective of improving the bankruptcy accelerated maturity system,the ultimate time relief can be achieved by reducing the bankruptcy cost and improving the bankruptcy efficiency. |
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