Research On Accelerated Expiration Of Shareholder Contribution Liability Under Subscribed Capital System

Since the revision of the Corporate Law in 2005,all sectors of the society have been looking forward to the reform of the company s capital system until the change in the full subscription system established by the Corporate Law in 2013.The aim that academic community generally acknowledges that the change of the Corporate Law in 2013 is solving the difficulties for companies to register by reducing various restrictions on the company's registered capital,and reducing the risks of enterprises through corresponding regulatory measures.However,from the change of the Corporate Law in 2013,the partial subscription system has been changed to full subscription system,but the specific liability system has not been modified accordingly.The shareholder's funding obligations and responsibilities still follow the 2005 Corporate Law.From the court's judicial ruling data,after 2013,the court's judgment on disputes between companies and creditors has increased significantly,which indicates that after the reform of the subscription system,debt disputes have increased,and the reform of the subscription system has intensified shareholders' progress to a certain extent.Motivation for breach of contract has increased debt disputes.Due to the fact that the creditors are unable to understand the actual payment situation of the enterprise during the current actual operation of the enterprise,the result of insolvency is prone to occur.Therefore,the current regulations have also reduced the willingness of creditors to borrow.This paper attempts to expedite the cause of expiry by sorting out the current shareholders' funding responsibility.First of all,based on the analysis of the current balance of limited liability and the value of statutory capital system and the impact of the reform of the subscription system on the interests of creditors,to research the theoretical basis and the necessity of reality combined with the mainstream "negative theory" and "affirmative theory" of scholars.Through clarifying the problems and analyzing the current situation of the problems,it analyzes the existing problems of the accelerated maturity of the shareholder's funding responsibilities of the current partial subscription systems to full subscription system.Ultimately put forward suggestions.This paper consists of four chapters.The first chapter specifies the separation of the shareholder liability system and the company's capital system caused by the reform of the 2013 Corporate Law from partial subscription systems to full subscription system It points out the problems studied in this paper and the current research status of scholars.The second chapter summarizes relevant cases in judicial practice,points out the current two major schools about negation and affirmation.From the perspective of the creditor's subrogation right and implied terms,it believes that the accelerated maturity of shareholders' funding obligations should be affirmed.The third chapter focuses on the theoretical basis and practical necessity.In terms of theoretical basis,discuss whether the term benefits of shareholders' capital contribution under the full subscription system should give way to the interests of creditors.First of all,the author rectified the relevant logical starting point from the nature of limited liability and the origin of the statutory capital system,and reiterated the protection of creditors' rights and interests.Second,the reform of the subscription system has impacted the interests of creditors,focusing on the current situation where creditors are unable to fully understand the financial situation of borrowing companies,and the situation where the subscription system makes it impossible for creditors to receive timely payments after the shareholders have lost their ability to contribute capital.In the content of Chapter IV,suggestions are made from the four aspects of expanding the interpretation of the Corporate Law,the principle of reasonable doubt,perfecting the burden of proof,establishing a bankruptcy path,and establishing a court bankruptcy inquiry procedure,with a view to resolving the issue of full subscription.Creditors protect the dilemma and improve the corresponding accelerated maturity system.