Research On The Acceleration Of The Maturity Of Shareholders' Investment Obligation Under Subscription System

The establishment of the full payment system allows shareholders to enjoy fuller autonomy of investment,shareholders often use their convenient status conditions and legal rights to infringe the interests of companies and its creditors because of the lack of supporting risk prevention and control measures.In turn,it triggered a strong appeal from creditors to require shareholders to fulfill their capital contribution obligations in advance.Although the Supreme People's Court expressed its disapproval opinion on the accelerated expiration of shareholders' investment in the case of non-bankruptcy,but the opinion did not really solve the legal problem.The related cases have increased instead of decreased,and there have been different judgments in the judicial practice.It also caused controversy among jurists.In order to solve this problem,the author studies the accelerated maturity of shareholders' investment obligation under non-bankruptcy in order to construct a system of accelerated maturity of shareholders' investment obligation applicable to the normal operation of the company.The author starts from the meaning of shareholders' capital contribution obligation and make a detailed introduction of its legislation's evolution.Through the statistics and analysis of the judicial cases,the author found it is necessary for constructing the special legal system for acceleration of the maturity of shareholders' investment obligation.The article proves that acceleration of the maturity of shareholders' investment obligation is justifiable through theoretical analysis which based on different aspects,including the change of company's credit basis from capital to asset,the imbalance between shareholders and creditors' rights,the value of acceleration and so on.The author believes that supporting acceleration of the maturity is beneficial to achieving the balance between shareholders and creditors' rights,to ensuring transaction security,to meeting the inherent requirements of shareholders' capital enrichment obligations and achieving the legislative purpose of company law.In addition,the author respectively starts from the shareholders,companies and creditors,constructing a system of accelerating maturity of shareholders' contributions and a call system of Board of Directors.And the author advocates that through a special judicial interpretation form by the Supreme People's Court.The author also believes that there are three conditions for the acceleration.First,creditor's rights to the company is legal and the debt already maturity;second,the company can't repay the debts but still in normal operation;third,the shareholders' investment obligations are not expired,not fulfilled or has not been fully implemented.Moreover,the author believes that the creditor needs to exercise the right of claim to all shareholders in the form of litigation.The capital of the request should directly belong to the creditor rather than warehousing and the amount must not exceed the sum of the principal and interest of the creditor's rights.In addition,the law needs to give the Board the power of reminding,which can save judicial resources relying on the company's autonomy to request shareholders to pay in advance.