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

After the reform of the company's capital system in 2013,shareholders can freely agree on the time limit for capital contribution in the articles of association,and enjoy the benefits of the capital contribution period of unpaid part of the capital according to law.On the one hand,the reform has greatly reduced the threshold for the establishment of the company and stimulated the vitality of the market economy.On the other hand,it has also made individual shareholders use it as a magic weapon to evade capital contribution,maliciously extending the time limit for funding,and violating the original intention of capital system reform.Accelerated maturity of shareholders' investment obligations means that when the company faces the inability to pay off the debts due,the shareholders' capital contribution period will expedite and expire,and the capital contribution obligations will be fulfilled in advance.Thereform of the company's capital system has biased the balance of interest protection to shareholders,and the interests of creditors are in a highly vulnerable situation.If the corresponding measures are not taken to protect the interests of creditors,the company law originally intended to protect companies,shareholders and creditors.The legitimate rights and interests cannot be achieved in a balanced manner.The accelerating shareholder's obligation to accelerate the expiration system has become an important remedy for the protection of creditors' interests.However,this system not only has great controversy in the academic circles,but also faces the dilemma of unreasonable trials in practice.Based on this,this paper analyzes the accelerated expiration system of shareholders' contribution obligations,and analyzes the theoretical and practical focus of their existence.Finally,from the perspective of theory and practice,it affirms the validity of the investor's obligation to accelerate the expiration as an important remedy for creditors.And the necessity of existence.In order to explore the feasibility and current situation of the application of shareholders' capital to accelerate the expiration in judicial practice,a large number of case studies are needed.This paper first systematically sorts out the judicial status of China's accelerating maturity of shareholders' investment obligations,and secondly sorts out the Chinese refereeing documents online.After a large number of judicial cases were compiled into corresponding forms,the two types of judgments supporting and not supporting the shareholders' capital contribution accelerated expiration were sorted out,the basis of the judge's trial was clarified,and the reasons for the two types of referee were summarized.According to the case analysis of supportingshareholders to accelerate the expiration of the capital,the main reasons for support are: limited to the explicit provisions of the law,the validity of the formula of the company's articles of association,the accelerated expiration of shareholders' contributions,the violation of the personality of the company's legal person,and the existence of other relief channels;The reasons for supporting the shareholders to fund the accelerated expiration are mainly three reasons: the charter cannot resist the external third party,the shareholder's capital contribution to accelerate the expiration is the best way to avoid bankruptcy,and the best way to protect the interests of creditors.Comparing and analyzing the reasons for the two types of judicial case judgments,summing up the main reasons for the disputes in supporting and not supporting the shareholders to fund the accelerated expiration judgment are three: the validity of the company's articles of association,the balance between the creditor's interests and the shareholders' term interests,the company cannot the issue of determining the debts due.In response to these three controversial points,we analyze and summarize the differences and crux of the dispute points,and the gap with the theoretical theory.From the perspective of theoretical analysis and empirical analysis,it analyzes the loopholes of the current law on the accelerated payment of the shareholder's capital contribution system,the core essence behind the problem of the inconsistent application of theory and practice,and tries to find a solution to the dispute problem and seek theoretical support.Shareholders' capital contribution accelerates the practical possibility of applying the law of maturity,and proposes relatively implementable suggestions for solving the dilemma of judicial practice.The legal basis of shareholders' capital contribution obligations mainly includes the principle of unification of rights and obligations,the principle of creditor's interest protection and the principle of capital credit.China's existing legal system only allows shareholders to contribute to the expiration of the company's bankruptcy and dissolution.Whether the non-bankruptcy dissolution situation can be applied to the disputes over the theory and practice of shareholders' capitalization to accelerate the expiration.There are three viewpoints in the theoretical circle: affirmative,negative,and eclectic.It is sure to seek support from the requirements of the principle of capital maintenance,the effectiveness of the company's articles of association,the denial of corporate personality,and the implementation cost of shareholders' accelerating expiration.It is advocated that the interests of shareholders should be sacrificed to protect the interests of creditors.The negation theory is mainly carried out from the legally explicit provisions,the strict interpretation of the law,the publicity and protection of the company's information,and other remedies.It is claimed that the shareholders should maintain the term of the capital contribution under the charter autonomy.The eclectic theory advocates that the application of shareholders' capital should be accelerated according to the specific circumstances,and there are mainly two cases of operating difficulties and creditors.After judging and analyzing various viewpoints,this paper thinks that it is more practical and reasonable.Although there is a certain flaw,there is a certain degree of recognition on the whole.The author supplements and repairs the affirmation at the same time to fully demonstrate the shareholders.There is a need for an acceleratedcapitalization system.It is affirmed that the view that the long-term capital contribution period stipulated in the stipulation of the stipulation of the stipulation of the company is unreasonable and lacks logical rigor.In addition,the pledge system has a guarantee function for the company's capital,and the creditor of the third party is based on The trust of the promised promise and the transaction with the company,the interests of the creditor should be protected.The shareholder's capital contribution accelerated expiration system can act as a balancing valve under the capital subscription system,which can fully alleviate the shortcomings caused by the credit shortage caused by the subscription system and the tension caused by the payment and subscription,and reduce the shareholder's guarantee responsibility,thus realizing the shareholders.Double protection with the interests of creditors.According to the above analysis of the roots and reasons of the views held by different scholars in the theoretical circle,and at the same time comprehensively analyzing the crux of the focus of disputes in the judicial case,the author specifically expands the application of the shareholders' contribution obligation to accelerate the expiration from three levels.First of all,judging the validity of the shareholders' contribution period by the principle of public order and good customs,we cannot treat the long-term capital contribution period stipulated in the charter as invalid.The "100-year subscription period" does not mean "speculativeism" and "lack of sincerity".The principle of public order and good custom is the guidance,combined with the company's specific operation,capital status and risk,shareholder credit and other aspects to comprehensively determine whether the shareholders have agreed to alonger funding period to avoid the intention of capital contribution and abuse of corporate personality.As the most basic legal concept of civil law,without the explicit provisions of the law,it has an important guiding role for the judicial organs to hear the shareholders' capital contribution obligation to accelerate the expiration of cases.The judicial organs can grasp the legal application and judgment standards of the public order principle and can effectively Judging whether the arrangement of the time limit for the application of the articles of association is used by the shareholders as the “innocent king” to evade responsibility,and judging whether the capital contribution obligations of the non-period-funded shareholders should be expedited and expired under appropriate conditions.Secondly,the expansion shall be subject to the supplementary liability stipulated in the second paragraph of Article 13 of the Judicial Interpretation of the Company Law(3),and the expansion of the “shareholders who have not fulfilled or fully fulfilled their capital contribution obligations” shall cover the scope of the subscription deadline.Investment shareholders.From the perspective of the interpretation of the text,the paragraph should include both the current and non-period of the capital contribution shareholders,and at the same time follow the spirit of the systematic interpretation of the "Company Law",the nature of the liability of the non-period shareholders to the creditors should be recognized as tort liability,In the case of damaging the interests of creditors,it is necessary to sacrifice the shareholders' interest in the period of capital contribution,so that the balance of interest protection tends to the creditor.The unpaid capital of the shareholders shall beregarded as the guarantee for the company's debts.The balance of the interest protection of the company's legal capital system after the reform of the interests of the shareholders,so that the shareholders' capital contribution obligation to expedite the expiration is the realization of the "Company Law" to protect the interests of shareholders and creditors.The best way.Therefore,the creditor's claim to supplement the liability directly to the non-period-funded shareholders does not violate the original intention of the company's capital system,and broadens and explains the second paragraph of Article 13 of the Judicial Interpretation of the Company Law(III),which is used as a solution to the company's insolvency.In the case of debt,the capital contribution obligation of the non-period shareholders is accelerated to accelerate the expiration of the normative basis,thereby solving the dilemma of no legal basis in judicial practice.Finally,the “company cannot be liquidated” certification standard should be clarified,“the company's property cannot be liquidated after being enforced” is the general standard on the guarantee law,which requires the court to enforce the company's property and cannot be repaid,but the standard is ignored.The company refused to perform,the company's insolvency standards,failed to take into account the complexity and diversity of the company's assets,neglected the deficiencies of the enforcement procedures,and so on.Therefore,in the judicial practice,we should adopt a multi-standard standard for case determination.Comprehensive consideration of the company's property after the enforcement cannot pay off the standard,the company's assets are complex and diverse,balance the interests of creditors andshareholders' interests and make strict judgments.At the same time,the company's ability to maintain solvency should be an important indicator for judging the company's asset status and liquidity.The scope of “not payable” should be limited to the company's property that is easy to implement,that is,the company is easy to liquidate,liquidate directly or quantifiable assets,and It should be included that the property cannot be executed,the property is not clear,and it is impossible to auction.In summary,in the context of the reform of the company's capital subscription system,from the dual perspectives of empirical analysis and theoretical analysis,this paper fully demonstrates the legitimacy and rationality of the shareholders' contribution obligation to accelerate the expiration system.This paper analyzes the views of scholars in the theoretical circles.After the dispute point,the disputed points of different judgments in the judicial practice,and the root cause of the inconsistency between theory and practice,the paper puts forward the applicable suggestions for the three aspects of the shareholders' capital contribution to accelerate the expiration in the practice: judging the validity of the capital contribution period and expanding the interpretation of the company law.Judicial Interpretation(3),Article 23,paragraph 2,clearly identifies the criteria for the determination of “the company cannot pay off the debts due”,with a view to providing certain guidance value for the specific application of the shareholders' contribution obligation to accelerate the expiration in judicial practice.