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

This thesis discussed that in the case of non-bankruptcy,when the company cannot pay off its due debts to the creditor and there is at least one shareholder who has not fully contributed due to the agreed contribution schedule under subscribed system,whether the shareholder's capital contribution obligation should be accelerated.The view denying the accelerated maturity is flawed.The alternative remedies proposed by such view are narrowly limited,which cannot solve conflicts of interest between the company's creditor and shareholders.Two alternative remedies for the accelerated maturity of shareholder's contribution obligations,namely accelerated maturity of contribution obligations in bankruptcy and piercing the veil of corporation,are explicitly discussed and analyzed in order to clarify the necessity of establishing the mechanism of accelerated maturity of shareholder's contribution obligation.The academic is dominated by the view that the shareholder's contribution obligation shall be accelerated,and the judicial branch is also in support of such view.As far as the legitimacy of the system is concerned,this thesis believes that there are four main elements to constitute the legitimacy: the requirement of the principle of capital substance under the subscribed system;the obligation of shareholders to contribute is both a promissory obligation and a legal one;determination of the capital contribution schedule is a right entitled to the company subject to its autonomy;and the need to provide ex post relief for creditor based on the measurement of interests between shareholders and creditor.As to the legal basis of the claims of corporate creditor,it is believed that the theory of subrogation right should be adopted.The precondition of the shareholder's capital contribution obligation to be accelerated is that the company cannot pay off the debt due.At present,it is believed that the creditor may request shareholders to assume supplementary liability when the company is still unable to pay off the debt after the judicial authorities enforce it.On this basis,this thesis believed that standards for enforcement can be further refined.If it is necessary to accelerate the capital contribution obligations of shareholders who are not due to contribute,they should enforce all easy-to-tap assets of the company and capital contribution of the shareholders who should have contributed.Because the current laws do not expressly stipulate that the capital contribution obligation shall be accelerated,this thesis put forward legislative proposals,on the one hand,and also proposed a feasible implementation path based on the current statutes.After legal research and reasonable analysis,this thesis puts forward a viewpoint different from the mainstream that it is more reasonable and effective to accelerate the shareholder's capital contribution obligation through enforcement by judicial authorities.In addition to creditor's requesting,it is proposed in this thesis to entitle the company's board of directors a right,and also an obligation to call up all contributions not yet made in accordance subject to its business judgment.