Study On The Issue Of The Acceleration Of The Capital Contribution Of The Shareholders Under The Recognition And Payment System

On March 1,2014 revised the company law,company capital system is major changes on the registered capital requirements,from solid to pay registration system provisions to register system,cancel the company not only the minimum amount of registered capital,cancel the capital verification procedures and requirements,and to broaden the registration of registered capital condition,simplify the registration and registration documents,etc.Shareholders can freely agree on the amount of capital contribution,time limit of capital contribution and mode of capital contribution in the articles of association of the company,which greatly improves the enthusiasm of investors for investment and entrepreneurship.However,although realized "for the purpose of the loosening of capital",but after the reform of capital system of interest period of shareholders and creditors rights imbalances caused the extensive concern of theory and practice,because the law regulating the release of the registered capital controls advance,not timely to set up the management and supervision mechanism of matter and afterwards.In recent years,the frequent cases of creditors suing shareholders for the accelerated expiration of their capital contribution responsibilities are all caused by the corporate disputes caused by the insufficient operating capital of enterprises caused by the liberalization of capital access.In judicial practice,the phenomenon of different judgments on such issues is becoming more and more prominent.Therefore,it has triggered the reflection and research on the shareholder's contribution responsibility after the capital reform,including the academic and practical circles.On this issue,scholars have put forward the necessity and feasibility of accelerating the maturity of construction investment.Released in November 2019,the supreme people's court in the national work conference on court in civil and commercial trial summary(hereinafter referred to as "the notes"),the first affirmed the shareholders shall be entitled to enjoy the time limit,the second to the shareholders' capital contribution should accelerate due exceptions must apply,in judicial practice to invest to apply for accelerating due part has been clear about the related problems of applicable standards,also pointed out the direction for the research of this paper.In addition to the introduction and conclusion,this paper is divided into four parts.The first part is the explanation of the basic theory of the accelerated expiration of the shareholder's capital contribution responsibility.This part starts from a series of reform methods and purposes of carrying out the capital subscription system in our country,analyzes the characteristics and legal essence of the subscription system,expounds the main contents and internal logic of shareholders' capital contribution responsibility,and defines the accelerated expiration discussed in this paper.Based on the principle of equal rights and obligations,the principle of corporate capital enrichment,the theory of creditor's right of claim,and the benefit theory of law and economics,this paper analyzes the feasibility of the application of the accelerated maturity system of shareholder's contribution.The second part is the analysis of the theoretical and practical problems related to the accelerated maturity of shareholder's contribution.Including the expansion of shareholders' rights under the capital subscription system to analyze the autonomy and effectiveness of shareholders' contributions;The impact on the creditor's rights and interests under the circumstance that the risk of capital subscription and the public information do not match;As well as in the current law applied to accelerate the expiration of the question and the judicial practice of the emergence of the controversial issue to discuss,summarize the current shareholders of the responsibility to accelerate the expiration of the application of the crux.The third part is the research on the legal experience of accelerating the maturity of shareholder's contribution in relevant foreign countries,mainly in Anglo-American law system and civil law system countries.Through the analysis of the directors' credit obligation,the calling rule of the board of directors and the principle of equitable subordination in the judicial practice of the United States,it is found that in the process of the development of its capital system,the relevant rules have played a certain role in promoting and improving the balance of the rights and interests of shareholders and creditors.Through the analysis of the corporate earnings distribution system,the creditor's objection system and the compulsory information disclosure system in the judicial practice of Japan,it is found that the capital reform process of Japan also has the inappropriate exploration to improve the capital system of other countries.The conclusion is that the experience of the United States and Japan isworth learning from.The fourth part is the legal Suggestions on the current rules of accelerating the maturity of capital contribution and the improvement of the post-supervision system.Including the evaluation provisions on the autonomous effect of supplementary capital contribution period from the perspective of system interpretation;From the perspective of the balance of rights to improve the creditor protection mechanism;To perfect the current rules for accelerating the expiration of shareholder's capital contribution from the perspective of the legal system;The integration system of information disclosure and credit evaluation is constructed from the perspective of credibility.The purpose is to apply the shareholders' contribution to accelerate the maturity can balance the rights and interests of both sides of the transaction and play a role in further improving China's capital system.