Study On The Supplementary Compensation Liability Of Shareholders Of Limited Liability Companies After Stock Transfer Before The Expiration Of Subscription Period

From the introduction of China's first company law in 1993 to the revision of the latest company law in 2013,China's capital system has achieved a milestone shift from full payment system to full payment system.The revision of the company law in 2013 not only canceled the minimum registered capital of the general company,but also removed the restrictions on the shareholders' capital contribution period and the procedures for shareholders to fund the capital verification.On the one hand,this revision has made China's corporate capital system enter a more liberal stage,which has improved the efficiency of capital utilization and is more conducive to the realization of capital value.On the other hand,there have also been a large number of one-Yuan companies.And a "rogue company" with a large registered capital but a long-term subscription period.The capital subscription system not only caused widespread discussion in the society,but also raised concerns about whether it would harm the interests of creditors.How to ensure that the company's capital three principles are unwavering under the system of subscription,how to maintain the legitimate interests of corporate creditors has become a more prominent problem in practice.The most heated discussion is that under the non-bankruptcy state of the company,whether the shareholders who have not invested in the current period can accelerate the expiration of their capital contribution period and pay the creditor's supplementary liability for the company's debt.Based on the above reasons,this article takes Guo Moumou v.B company's sales contract dispute as an example,and attempts to analyze the disputed focus of this case: After Guo Moumou transferred the equity before the expiration of the subscription period,whether it still should deal with the company's debt commitment before the equity transfer Supplementary liability.The author utilizes the current laws and regulations,judicial explanation,and legal theory,and concludes that in the case of non-bankruptcy,the shareholders' investment period cannot be accelerated.Finally,the author uses this case as a starting point to sort out the respective viewpoints and reasons of the current theoretical and practical circles;and what views and reasons the author holds on this issue.