Research On Accelerating To Deadline Of Shareholder's Capital Contribution Obligation Under The Subscribed System

The "Company Law" established the company capital subscription system in 1993.On the one hand,it reduces the control and intervention of the state on the capital contribution of shareholders.The scope of market subject autonomy has been expanded.On the other hand,the uncertainty of actual capital payment undoubtedly increases the investment risk of creditors.In practice,if the company's assets cannot repay the due claims,the creditors will often ask the shareholders who have not reached the investment deadline to fulfill their investment obligations in advance in order to realize the claims.It has become a hot issue in theory and practice whether the shareholders of the company should fulfill the obligation of capital contribution in advance for the benefit of the company.This article is mainly divided into three parts:In Chapter 1,to sort out the attitude of accelerating the maturity under subscription system in theory and practice.By searching cases,reading literature,and sorting out the reasons for different arguments,the author divides the theoretical and practical viewpoints into supporting,opposing and neutral theories.The supporting theory holds that the accelerated maturity of shareholder's capital contribution obligation conforms to the relativity principle of debt.It has the advantage of high efficiency and low cost.It can be effectively applied by expanding the interpretation of the law.It is beneficial to balance the interests of shareholders and creditors.It is argued that the law of our country has not clearly stipulated the accelerated maturity system other than bankruptcy.The creditor shall bear the risk.Moreover,when the company is insolvent and unable to repay its debts,the creditors can accelerate the expiration of shareholders' capital contribution obligations and realize the creditor's rights through the enterprise bankruptcy law.Therefore,there is no need to expand the interpretation of the law to force shareholders to fulfill their outstanding capital obligations in advance.The neutral thinks it is necessary to set up the accelerated maturity system under the subscription.However,it should be applied under special conditions and cannot completely deprive shareholders of the term interest.The second part discusses the rationality of the accelerated maturity system under subscription.The rights and obligations of shareholders are consistent.Capital subscription enables the shareholders to have the right to invest freely,and they should also assume corresponding obligations to avoid the shareholders from abusing their rights.In addition,this system conforms to the principle of capital enrichment,which can ensure the interests of creditors and the security of social transactions.Finally,the important significance of this system is that it can effectively balance the interest conflicts between shareholders and creditors,prevent the completely free investment from becoming a tool for shareholders to transfer risks,and maintain the security of daily transactions of the company.The third part studies the construction of accelerated maturity system under subscription system.First of all,the application of this system should meet three conditions:the company is in the state of existence,the company is unable to pay off the debts that are due,and the shareholders do not term of capital contribution and accelerate the obligation of capital contribution.Second,the law should be amended.Before the legislation is amended,the court may extend the interpretation of the law as the basis for the application of the judgment.In terms of liability,the shareholders who have not reached the investment period shall assume supplementary liability.Finally,we can learn from the foreign legal system and introduce the board call system as a supporting scheme.