Research On Accelerated Maturity Of Shareholders' Capital Contribution

The company's capital subscription system allows shareholders to freely agree on the amount of investment and the time limit for investment.Although it stimulates entrepreneurial enthusiasm,it has an adverse impact on the safety of the company's creditors' transactions,that is,when the company cannot pay off its due debts under non-bankruptcy or non-liquidation Whether the creditors can ask shareholders who have not made the capital contribution to fulfill their capital contribution obligations in advance is disputed between the academic and practical circles.Since Chinese current laws do not make clear provisions on whether shareholders' capital contribution obligations can expedite under non-bankruptcy or non-liquidation situations,scholars have generated many controversies.There are three opinions: affirmative,negative and eclectic.The court also supports and opposes two different attitudes,producing different referee results.This article is mainly composed of four parts:The first part analyzes the problems arising from the autonomy of shareholders' capital contribution period,and considers that too long capital contribution period damages the credit guarantee function of the company's assets and the creditor's interest protection mechanism is insufficient.The second part is based on the theoretical and practical aspects of whether the shareholder's contribution obligation can be accelerated due to theory and practice.There are three different types of academic circles about whether the shareholder can fulfill the investment obligation in advance to realize the creditor when the company cannot pay the debt in the case of non-bankruptcy and non-liquidation.Viewpoints: affirmative,negative,eclectic.Practitioners also have different judgments on this.The author collected 156 cases of accelerated expiry judicial cases published by China Judgment Document Network and Peking University magic weapon from March 1,2014 to December 31,2019,of which accelerated expiry was supported There are 26,accounting for 17%,and 130 that do not support accelerated maturity,accounting for 83%.The third part demonstrates the legitimacy of the expedited maturity of shareholders 'investment obligations,finds the basis for accelerating maturity to meet legal requirements,meet the requirements of capital enrichment obligations,balance shareholders' investment efficiency and transaction security,and criticizes the acceleration of shareholders 'capital contributions in the bankruptcy law Due to the expiration,the legal personality denial system,and the shareholders who have added the unfinished investment deadline,the executee cannot well balance the creditor 's relief and the shareholders 'term interests.The fourth part seeks to find non-bankruptcy by improving the corporate information disclosure system,urging shareholders to fulfill the capital contribution obligations in advance when the company cannot pay the debts to reduce litigation costs,and expanding the supplementary liability of Article 13,paragraph 2 of the "Interpretation of the Company Law(3)" Applicable path for accelerated expiry of shareholder contributions in liquidation.