Research On Accelerated Expiry System Of Shareholders' Capital Contribution In Company's Survival

In 2013,our Company Law reformed the capital system,transforming the paid-in capital system into the capital subscription system,and the minimum registration amount and the two or five year contribution period requirement were abolished.Under the capital subscription system,shareholders have the right to freely agree on the capital amount,way of payment and duration of their contribution,and they have greater autonomy.Changes in the capital system will inevitably affect the interests of creditors,but the reform has not lifted the degree of protection of creditors' interests,which has fallen into a more unfavorable situation.The interests of shareholders and creditors are imbalanced.After the introduction of the capital subscription system,there has been an obvious increase in disputes between companies and creditors,which in practice has given rise to a range of issues of creditor protection.One of the more prominent issues is how to protect the interests of creditors when a company is unable to settle its debts as they fall due,and whether creditors can claim responsibility for accelerated contributions from unpaid shareholders.Due to the lack of legislation,when creditors request shareholders to assume responsibility for accelerated contributions,the courts' understanding of the issue of accelerated maturity is not consistent,and the phenomenon of different decisions in the same case is more obvious.Based on the above situation,this article demonstrates the legitimacy of the accelerated expiry of shareholder contributions,and puts forward a proposal to build a system of accelerated expiry of shareholder contributions in the company's existence in light of the current judicial situation.Specifically,the paper includes four parts.The first part mainly analyzes the justification of the accelerated expiry system of shareholder contributions in the duration of the company.Firstly,the need for accelerated expiry of shareholders' capital contributions in the duration of the company is argued,and the imbalanced relationship between interests of creditors and the protection of shareholders' interests,while the existing system cannot effectively protect the interests of creditors.Secondly,the theoretical basis of the accelerated expiry system of shareholders' contributions in the survival of a company is argued,and the principle of protection of creditors' interests,the principle of reciprocity of rights and obligations,and the principle of capital maintenance all provide theoretical support for the accelerated contribution system.The second part focuses on the current status and problems of the accelerated expiry system of shareholders' capital contributions in the duration of Chinese companies.The status analysis section describes the provisions for accelerated expiry of shareholder contributions in the context of corporate survival and judicial practice.Three problems with the accelerated expiry of shareholder contributions in the survival of a company were described,the first being the unclear criteria for determining that a company cannot pay its debts as they fall due,the second being the unclear type and extent of shareholder liability,and the third being the confusion in the way creditors request shareholder liability.The third part studies the extraterritorial regimes related to the accelerated expiry of shareholder capital contributions in company duration,mainly in the United States and Germany.The United States system section begins with an introduction to the authorized capital system,followed by a description of the theoretical basis and circumstances under which creditors seek to hold shareholders liable for corporate debts.The German system described in the section on minimum registered capital,followed by the system of disposition of claims,with a focus on the system of enforcement of claims.The fourth part is the building blocks of the accelerated expiry system of shareholder contributions in the survival of our companies.First,the accelerated expiry system should be clearly defined in the company law or judicial interpretation.Secondly,to propose solutions to the problems of the accelerated expiry system,the execution of property that facilitates the execution cannot be used as a criterion for the company's inability to settle its debts as they fall due,and shareholders bear supplementary responsibility for the company's debts within the scope of non-financing,and shareholders cannot claim a deduction of the interest they have lost after accelerating their contributions,and the responsibility of shareholders for accelerated contributions should be determined in the accelerated maturity appeal.