The Study On The Accelerating Due Of Shareholder Capital Contribution Under The Subscribed Capital System

In 2013,the company law revised and established the registered capital subscription system,which abolished the company's minimum registered capital limit.Shareholders can stipulate the time limit for payment in the articles of incorporation,giving shareholders a great convenience.After the establishment of the system,the number of enterprises registered in China has increased substantially,promoting economic development and transformation,but it has brought risks to the interests of creditors.In the process of dealing with the company,the creditors of the company are difficult to know about the company's current paid-in capital and the agreed payment period.The company's solvency and willingness to pay debts are in an unknown state.Under this circumstance,the problem of accelerated expiration of shareholders'capital has arisen,that is,the company is unable to pay off the debts due in the state of non-bankruptcy and dissolution,and whether the claim that the creditor requires the shareholders to pay the unpaid capital in advance to repay the debt should be supported.This paper attempts to sort out the practice attitude and disputes over the issue of accelerating the maturity of shareholders' contributions under the registered capital subscription system,and proposes convenient and effective measures to avoid this problem in advance.This paper discusses the background of the problem and the reasons for its emergence,judicial practice's difficulty to cope with the problem of accelerated expiration,starting from the controversy of the capital system,the type of creditors,and the theoretical circles,and clarifying that the author does not agree with the attitude of shareholders to accelerate the expiration.It proposes several ways to solve the dilemma of this problem,and briefly discusses how to deal with the capital contribution is in place.This article has four chapters.The first chapter mainly introduces the background and causes of the problem.Firstly,outlines the changes brought about by the establishment of the captive capital system,after the revision of the company law.Comparing the provisions of the 1993 and 2005 company law on the minimum registered capital and capital payment system,affirming the benefits of the system for setting up a company,also raises the risks that the system brings to the interests of creditors.Later,the risks brought by the system to the interests of creditors were also raised.Then,statistics on case-related cases show that the courts have different attitudes toward the issue.From a specific case,the dispute of the problem is clarified,and the necessity of studying the problem is expounded.The second chapter mainly clarifies the dilemma of the issue of accelerating the maturity of shareholders' investment in judicial practice.Firstly,analysis of current relevant laws and regulations and judicial interpretations,etc.in China,the analysis of the provisions shows the absence of the current legal provisions,there is no applicable provision;then the guidance of the Supreme Court is introduced,and the courts are not following the above comments,the dilemma of the issue in judicial practice is illustrated.The third chapter mainly studies the problem in theory.First,compares the difference between the subscribed capital system and other capital systems.It is clarified that the subscribed capital system is legal capital system.Then it expounds the significance of protecting creditors under the company's limited system,and clarifies the scope of this paper's discussion on protecting voluntary creditors in the company's non-bankruptcy situation.Next,from the perspective of capital credit theory and asset credit theory,this paper analyzes China's current capital credit,and clarifies the role of capital credit,laying the foundation for the follow-up point.Then,the scholars'introductions to the question are divided into affirmative,negative and compromised ones,and they raise their own doubts.Finally,on the basis of the above analysis,drawing on the provisions of the capital declaration in the foreign authorized capital system,it is proposed that regardless of whether the protection of creditors or the shareholders under the system of subscription,all disputes in the predicament are unnecessary,the respective rights and obligations should be clarified in advance.The prior regulation allows the creditors to know the company's actual payment status.The two parties are on an equal footing and should each perform their duty of care.The fourth chapter proposes the concrete and feasible path,and puts forward some suggestions for judicature and legislation:Protecting creditors' knowledge of company capital through disclosure of specific matters,and determining that some companies maliciously set the subscription period and the registered capital of the contract is invalid.Constructively proposes to establish a credit rating system to guide the transaction by the market judgment of the company.Finally,it discusses the plan after the shareholder's subscribed capital in place,and proposes to establish an arbitrary norm,to allow shareholders and creditors to consensus on the use of new funds in place.