Research On The Acceleration Of Shareholders' Capital Contribution Obligation Under Subscribed Capital System

After the reformation of the registered capital contribution system in China,the shareholders have greater autonomy over the company's registered capital,shareholders' capital contribution period and the initial capital contribution.The industrial and commercial administration's supervision of the company has gradually changed from a strict ex ante supervision mode to the model of post-regulation.The threshold for investors to enter the market through the establishment of the company has been greatly reduced.The market vitality has been quickly stimulated,and the enthusiasm of shareholders to invest has also increased rapidly.The market economy under the subscription system has developed rapidly,but It also caused an imbalance of interests between shareholders and creditors.If shareholders set up a company,The shareholders can plan to complete the capital contribution within a longer period of time.The company will not have enough money to pay for the creditors,and the situation like this will increase,which will lead an intractable conflict between the shareholders' interest and the protection of the creditors.How to handle with this question with the acceleration of shareholders' capital contribution? It is difficult for academics and the judiciary to form a unified rules.Firstly,This paper analyzes the current environment of the subscription system in China,and reviews the historical context of China's registered capital payment system reform.analysing the registered capital payment system and the subscription system,then analysing characteristics of the shareholders contribution under the subscription system.Secondly,under the current stage of China,the acceleration of the shareholders' capital contribution obligation will mainly be applied when the company enters the bankruptcy process and the liquidation status.When the shareholders' capital contribution has not expired,whether the accelerated expiration system can be applied because of the protection needs of the company's creditors.In this part,it mainly sort out the different views of Chinese academic circles on whether the acceleration of the shareholders' capital contribution obligation can be applied to the shareholders in the normal existence,By analyzing the different opinions,pointing the necessity and legitimacy of its application,which contributes to the applicable analysis of acceleration of the shareholders' capital contribution obligation in the next part.Finally,on the basis of the above basic analysis,the focus of the article is on law application of the acceleration of the shareholders' capital contribution,which mainly include the creditor's claim basis,the constitutive elements,the procedural aspects of the application of specific laws and the legal consequences arising from the application.What's the creditor's claim basis of application of the acceleration of the shareholders' capital contribution,By analyzing the current doctrine,the author attempts to propose a new theory---the theory of guarantee liability under the principle of capital enrichment,its constituent elements include: the legal existence of the company,the existence of legal creditor-debtor relationship,the inability of the company's assets to pay off the creditors and the shareholders' full failure to fulfill the capital contribution.In the part of the specific procedural issues.It mainly analyzes how to determine the plaintiff and the defendant in the lawsuit.When the creditor sues the company to the court,the shareholder is allowed to be the defendant.But the shareholder will not immediately assume the responsibility.After the company's property is enforced to be checked to pay off the creditor,if the company haven't full amount of liquidation to pay,the shareholders can assume supplementary liability for the contribution.In the specific suit process,in general,the people who advocates need to offer the evidence to prove it.Considering the cost of litigation and the characteristics of shareholders' capital contribution,it is more reasonable to prove the completion of the capital contribution by shareholders in the evidence proof process.There are two main legal consequences for the application.The first one,the creditor is protected by the shareholder's capital contribution behavior,and the debt relationship between the company and the creditor is destroyed due to liquidation.The shareholders of the company will lose the capital contribution Interests at this time,according to the requirements of the company's charter capital contribution,shareholders who pay more capital can recover from other shareholders based on the principle of fairness;the second result is that even if the shareholders pay their contributions,they will not be enough to fully settle the creditor's credits,at this time in accordance with the provisions of Article 2 of the Bankruptcy Law.Creditors apply to the court to make the company into bankruptcy proceedings.