The Study On Accelerating The Expiration Of Shareholders' Non-expired Capital Contribution Obligation

After the implementation of subscription capital system in the company law,it is possible for the book property of the company to fail to repay all the matured debts,and the deadline for shareholders to actually pay the capital contribution has not yet expired.The result is that the term interests of shareholders' contribution infringe the interests of creditors' creditor's rights that are due.In this case,there is a controversy in the academic circle about whether to accelerate the deadline of the shareholders' capital contribution in order to pay off the creditor's rights that are due.In this regard,this paper believes that the legal person system and the shareholder limited liability system are still the fundamental system of the current company law.Under this system,the shareholders of a company should assume limited liability to the company within the limit of the total capital contribution they have subscribed.The company shall be liable for its debts with all its property.Therefore,the interests of creditor's due creditor's rights should be protected in priority over the term interests of shareholder's contribution.When the company is unable to pay all the money it owed,it could require shareholder to pay their subscribed capital contributions in advance and to equip a company with sufficient property to repay its matured debts.In order to study this topic,this paper first analyzes the current status of legal norms and judicial adjudication,it is concluded that although there is a lack of legal basis,there is a theoretical argument,but it is necessary to accelerate the shareholders' contribution in the ordinary program1.Then the author analyzes theories about the acceleration of the maturity of shareholders' contribution responsibility proposed by domestic and foreign scholars.Through theoretical analysis,it is considered that legal obligation theory,the internal contract theory,capital guarantee theory,legal person theory and the theory limited liability can be a theoretical foundation for accelerating the shareholders' contribution in the ordinary program.Then the author discusses the feasible path of the shareholders to fulfill the obligations of non-expiration in the ordinary program.It is believed that the path of corporate law and execution path are feasible.In the path of the company law,it is necessary to give the company the right to urge shareholders to perform their undefined contribution obligations under certain circumstances.In addition,the creditor should be endowed with the right to request the shareholders to pay the unexpired share capital to repay the arrears of the company.In the execution path,noting the application of this path,it cannot prejudice that fair compensation of other creditor.In order to regulate shareholders using the company's capital reduction to evade the practice of paying the investment,we can establish the court confirmed the action mechanism.In addition,it is necessary to regulate the shareholders' transfer of the unexpired share in the legislation,identifying the recipient of the remaining obligations after the transfer of shares.The loss of the term benefit caused by the shareholder's early performance of the capital contribution obligations,which should be shared by all shareholders,it cannot require the company or the creditor to deduct the loss caused by the term interest loss in the capital contribution.