Study On The "Accelerated Expiration" Of Shareholders' Contribution Obligations Under Non-liquidation

The reform of the registered capital subscription system has lowered the threshold for setting up a company to a certain extent,and played a role in encouraging social investment and entrepreneurship,increasing employment opportunities,and promoting further economic development.The focus of this reform is to give more autonomy to shareholders when they contribute capital,in order to achieve the effect of “further decentralization,creating a fair competitive market environment,mobilizing social capital and solving employment problems”.The negative impacts that may result from the implementation,lack of follow-up of the corresponding supporting measures.The consequence is that the shareholder's term interest and the conflict of interest of the company's creditors are increasingly irreconcilable.On the one hand,due to the free agreement on the time limit for investment,more and more companies in practice have shareholders who have not paid their contributions due to the period of non-funding,and the company is unable to liquidate due to temporary shortage of funds or unable to liquidate during the operation.The situation,the interests of corporate creditors can not be guaranteed.In the third interpretation of the company law,the company's creditors have made provisions for the company's debts to pay compensation for the company's debts.Then,when the claims cannot be realized,the time limit for the payment has not yet arrived.Expanded and applied,that is,shareholders who have not yet reached the time limit for capital contribution shall fulfill their capital contribution obligations in advance and shall be liable for additional compensation for the company's debts.In the current law,the provisions applicable to the accelerated maturity of shareholders' contributions include the insolvency proceedings and the dissolution of liquidation.There is no provision in the company's business process.In the judicial practice,there is a completely opposite attitude towards this issue.Some judgments believe that the expiration should be accelerated,and the shareholders who have not invested in the capital contribution period will be responsible for the supplementary compensation.However,some judgments have no legal basis and negated the request of the company's creditors.The shareholder of the capital contribution period assumes the claim of supplementary compensation.The academic community's views on this issue are also inconsistent.Based on such actual situation,in this case,in the case of non-liquidation(that is,because the company is unable to pay off the debts in the normal operation of the company),can the creditors of the company request the shareholders who have not yet arrived in the capital contribution period to fulfill their capital contribution obligations in advance,and discuss the necessity and legitimacy of their application.Foundation,and finally clarify the applicable conditions,and analyze the relevant issues in the application.This paper consists of three parts: introduction,body and conclusion.The introduction part mainly introduces the problems caused by the reform of the subscription system and the research scope of this paper.At present,the academic circles summarize the research status of whether the shareholders' investment obligations can be accelerated due to the non-financing period.The body is divided into four parts.The first part introduces the opposite approach in the judicial practice of this issue and various viewpoints in the theoretical circle.The second part starts from the change and the change in the reform of the subscription system.It analyzes the hidden dangers brought by the change of the payment method to the creditor protection and the shareholders' contribution obligation under the subscription system.The theoretical basis for the premise that the obligation accelerates expiration.In the third part,in the case of non-liquidation,the shareholders' capital contribution obligation should be applied to accelerate the expiration.The emphasis is on the legal basis to conduct the argumentation analysis,which specifically includes the creditor's right to claim the rights and obligations of the shareholders who are not in the capital contribution period.The qualitative view of the subscription system and the functional perspective of the company's capital,the comparison of cost-benefit and bankruptcy procedures,and the nature of the contribution of shareholders.The fourth part discusses the application of the accelerated maturity of shareholders' contribution obligations in the case of non-liquidation,including applicable conditions and relevant extraterritorial experience.At the end of the article,the conclusion is reaffirmed that the advantage of applying the shareholder's contribution obligation to accelerate the expiration in the non-liquidation situation is reaffirmed,and it is expected to take corrective measures on the issue as soon as possible at the future legislative level.