The Study On Accelerated Expiration System Of Shareholder's Capital Contribution Obligation Under Subscription Capital System

At the end of 2013,China's “Company Law” carried out new changes.The biggest change was the reform of the company's capital system,abolishing the proportion of the minimum capital contribution of registered capital,which means that the actual capital contribution to the registered capital was not the original.At the same time,the registered capital has been changed from the original payment system to the subscription system.Except for some companies and banks that explicitly require a one-time payment of capital,the amount of the capital contribution and the time limit for the shareholders can be negotiated.The right to the law is no longer mandatory.Undoubtedly,the reform of this series of systems has reduced the investment cost of shareholders to the greatest extent,but unfortunately,the change of the capital system will inevitably affect the interests of creditors,and this reform does not involve creditors.The protection measures have weakened the protection of their creditor's rights.Especially when the shareholders and the company have agreed on the capital contribution period,the protection of the creditor's interests has become a difficult problem in the practical and theoretical circles.The focus of the dispute is on the creditors.Whether the shareholders who have not made the capital contribution period are required to pay the capital in advance.This article is written around the2 dispute.This article is divided into three parts:The first part is to analyze the disputes in the judicial practice on the application of the accelerated expiration system after the reform of the company's capital system.This part first analyzes the typical cases in judicial practice,and analyzes the court's request,according to the creditor's request,when the company is unable to repay the debts due,the creditors also call the shareholders.Whether the obligation of the shareholders who have subscribed but not paid in advance to fulfill the capital contribution is supported,and analyze the ideas of the referee and the reasons for the different judgments.Then,after analysis,after the implementation of the subscription system,the shareholders' time limit for investment is agreed by the shareholders themselves,which makes the registered capital become a shell,and it is impossible to see from the registered capital how the company actually operates,which leads to the creditor not being able to identify the company.Whether there are certain problems in the financial aspect,it is impossible to decide whether to make effective investment,and the protection of creditors' interests has become a practical problem.In addition,under the current judicial background,the existing system faces the application of creditor's interest protection.The dilemma of this chapter mainly analyzes the problems faced in applying the right of subrogation,the provisions of judicial interpretation and the system of denial of personality.In the second part,under the predicament of the existing systems for the protection of creditors,the acceleration of the expiration system can make up for the vacancy of creditor rights protection,and it is necessary to analyze the feasibility and advantages of accelerating the maturity system.This part first analyzes the feasibility of using the accelerated expiration system.First,it summarizes the theoretical community's attitude toward this system is divided into affirmative,negative and compromise.The opinions of this paper agree with it,but only affirm the partial opinions in the affirmative,and systematically expound the feasibility of the system,including the legality of the shareholders' capital contribution obligations.The public notice of the shareholders' contribution does not affect the creditor's defense.The right of the company law in China has a precedent for the deprivation of term benefits.Shareholders and companies are not in the traditional sense of creditor's rights and debts.From these points,the feasibility of the system is demonstrated.Furthermore,the advantages of applying the accelerated expiration system are discussed,including the fact that the advancement of shareholders' capital can greatly reduce the creditor's relief cost compared to the initiation of bankruptcy procedures,while at the same time maximizing the company's interests and allowing the company to operate normally.In the third part,since the accelerated expiration system has the feasibility of application,if the system is actually applied in practice,the specific application rules should be like what.This section first discusses the current path proposed by the theoretical community to accelerate the expiration of shareholder funding,and analyzes the advantages and disadvantages of these alternative paths.The point of this paper is to use judicial interpretation to achieve accelerated expiration.This is also in line with the current judicial environment in China.After that,the problems arising from the application of the system will be summarized,including the preconditions for the application of the system,the scope of the subject,and the application of the system before the commencement of the bankruptcy proceedings.I hope to have a deeper understanding of the system.