Research On Acceleration Of Shareholders' Capital Contribution Obligation Under The Subscribed System

After the promulgation and implementation of the amendment of the Company Law in 2013,it is no longer necessary to restrict the minimum registered capital,the time limit of investment and the procedure of capital verification.How to fully protect the interests of creditors on the basis of the subscription capital system,while taking into account the autonomy of the company and the freedom of business,has become an urgent problem to be solved.The capital subscription system has brought great challenges to the protection of creditors' interests,mainly reflected in the imperfection of legal provisions and the difficulty of operation in judicial practice.In the aspect of shareholders' freedom of investment and the protection of creditors' interests,the accelerated expiration system of shareholders 'investment obligation is an important system in the protection of creditors.The accelerated maturity system of shareholder's investment obligation has its own rationality and legitimacy,whether from the internal aspects(i.e.the source of company property,capital composition,nature of capital),or from the external capital guarantee and the maximization of interests.The application of this system is conducive to maximizing the interests of shareholders,companies and creditors.The accelerated maturity of shareholder's contribution obligation can only be applied when the shareholder's contribution is not due and the company's debt can not be fulfilled(the judgment standard should be that the company's net assets are greater than its liabilities),and it is difficult to effectively protect the creditors without applying this system.At the same time,in the case of non-bankruptcy,because creditors and shareholders have different knowledge of the company's assets information,shareholders should bear the burden of proof when shareholders' investment obligations accelerate to maturity.In addition,there are also disputes about the scope of shareholder's liability for accelerated maturity of shareholder's contribution obligation in academic circles,mainly reflected in the different ways of capital contribution,the different time limit of capital contribution and the different amount of capital contribution agreed between shareholders,which leads to the different systems of accelerated maturity of shareholder's contribution obligation.At the same time,there are still many problems in the legislative path of shareholders 'accelerated maturity liability,mainly reflected in the trade-offs between the legal restrictions on shareholders' freedom of will and the protection of creditors,such as the lack of regulations on the system of reminders,and the search for appropriate legal interpretation from the perspective of the Contract Law.Under the trend of asset credit,it is a better choice to expand the interpretation of Article 13,paragraph 2,of the Judicial Interpretation(3)of the Company Law by comprehensively analyzing various legislative improvement proposals.