A Study On Acceleration Of The Maturity Of Shareholders'Contribution Duty Under The Capital Subscription Regime

The entire capital subscription system has been gradually recognized under the corporate capital system in China.The shareholder autonomy is expanded infinitely,but the protection of the interests of creditors of a company is weakened extremely under the system.In order to make a balance for the protection of the interests of creditors of a company,the obligation of shareholders to make capital contribution shall be accelerated,if the company is unable to repay debts falling due and the capital contribution period as agreed by shareholders is unexpired.In the juridical practice,there are disputes over the problem of whether shareholders' obligations to make capital contribution can be accelerated,with the “positive theory”,the “negative theory” and “eclecticism” arising in the academia.The system for acceleration of shareholders' obligations to make capital contribution is legitimate,with the “consistency of rights and responsibilities” principle,the capital adequacy principle and the statutory obligation theory serving as the theoretical base of the system.The system has significant advantages,as compared with the system of the creditor's right of cancellation,the system of disregard of corporate personality,as well as the system of acceleration of shareholders' obligations to make capital contribution in the case of bankruptcy.In order to give full play to the role of the system,it should be regulated,in terms of precondition of application,legal norm and basis,status of parties concerned in a lawsuit,scope of liability of shareholders,acceleration of non-monetary capital contribution and etc.