The Theoretical Basis And System Design Of Accelerating The Maturity Of Shareholders' Investment Obligation

Since the implementation of the reform of the company's registered capital subscription system in our country,the company's financial autonomy has been expanded,the financing efficiency has been improved.At the same time,the system change has spurred the issue of the expiry of the shareholder's investment obligations.However,the law in our country only has rules for accelerated expiry of bankruptcy and liquidation.Most of the existing academic discussions also start from safeguarding transaction security,which discuss the rules of expediting the maturity of corporate creditors' appeal to shareholders for investment obligations,however,there are few discussions about the conflict between the financial autonomy in the company and term interests for shareholders from the perspective of company autonomy.In fact,refusing or improperly restricting the application of the accelerated expiry of the shareholder's investment obligations might not only damage the interests of the creditors in the company,but also result in the company failing to truly achieve financial autonomy and finally affecting the financing efficiency.Constructing a reasonable company-led shareholder contribution accelerated expiry rule could achieve the company's financial autonomy,at the same time,the protection of maturity interests for shareholders is maximized.On account of this,this paper analyzed the theoretical basis of accelerated expiry of shareholder contributions,and combined with comparative analysis to propose a certain operable shareholder expiry rule from the perspective of company autonomy.Apart from part?asking questions and part VI conclusions,this paper was divided into the following four parts:Part ?: First,throughout the history of the capital system in our country,the registered capital subscription system was a loose statutory one,which meant moving towards an authorized capital system.Then,the changes such as “expanding company autonomy” and “efficiency value” brought by the reform of the subscription system emphasized the company autonomy concept.Finally,the new challenge brought by the subscription was proposed,besides,for creditors,they should pay more attention to the asset credit of the rival company.And for shareholders and companies,effective autonomy should be carried out,at the same time,the autonomy of both parties should not cross each other.Part ?: First,through analyzing the differences and conflicts between the financial autonomy in the company and term interests for shareholders,the conclusion that the term interests for shareholders should be restricted by the company autonomy was drawn.After that,this paper proved the attribution of the right to expiry from the following perspectives.The capital contribution agreement should be organized and involved.The capital contribution agreement should be an incomplete contract.The obligation for shareholders to accelerate the expiry of the capital contribution should be the consideration of the subscription system.And the company sponsor should be the company organ under construction so that the right determining the capital contribution period should belong to the company.Finally,from the three angles of protecting the company's capital needs,protecting the rights of creditors,and guiding shareholders to make rational capital contributions,the institutional significance of accelerated expiry of capital contributions under company autonomy was illustrated.Part ?: Through the analysis of the extra-territorial legislations,this paper believed that shareholder contribution expedited maturity system should be established in our country,which included the contribution reminder mechanism and corresponding liability norms.Part V: The triggering reasons for collection were divided into statutory collection reasons and intentional collection reasons.The statutory collection reasons were that the company under the cash flow standard cannot pay off a single claim.As for the intentional reasons,they could be pre-agreed by the articles of association or the capital contribution agreement.When there was no agreement in the articles of association or the capital contribution agreement,it should be determined by the shareholders.The reminder function was borne by the board of directors,and through the duty of responsibility of the directors and the standard for “rational person”,the responsibility and exemption for directors were judged.For shareholders who failed to pay,the liability is constrained mainly by the organized law liability,and contract law liability was supplemented.