Research On Accelerated Expiry Of Shareholders' Funding In Non-bankruptcy

The Company Law of the People's Republic of China promulgated in 1993 implements a system of paid-in registered capital.The registered capital of a limited company is the capital contribution actually paid by all shareholders registered with the company registration authority,and the capital verification process needs to be completed.The"Company Law" amended in 2013 changed the paid-in registered capital system to a registered capital subscription system.Except for special provisions in law,there is no minimum registered capital requirement,the requirement to meet the first capital contribution limit,and the remaining registration Requirements for capital payment time.Changes in the corporate capital system have brought about uncertainty in corporate capital.The current registered capital subscription system is a breakthrough in the three principles of capital.All the reasons for the establishment of the company under the subscription system can be determined by the shareholders themselves.The market supervision and management department must not have any mandatory capital payment behavior other than those required by law when registering the establishment of an enterprise.This situation will undoubtedly increase the investment risk for creditors.The most intuitive reflection is that because the shareholders agreed to a long subscription period when the company was established,if the company has external liabilities in the future business process,the company's existing assets can no longer pay off the debt At the same time,the subscription period for some shareholders has not yet reached,at which time creditors cannot realize their claims.This article found through the collection of effective judgment documents that,as the current legal provisions do not clearly stipulate,when encountering such problems,the court will rarely support the application of the accelerated shareholder capital contribution maturity system to allow shareholders who have not expired their capital contributions to fulfill their capital contribution obligations in advance.The main reasons are as follows:(1)differences in understanding of "unfulfilled or incomplete performance";(2)differences in understanding whether creditors should bear their own risks;and(3)whether creditors should achieve through bankruptcy procedures.The understanding of claims is divided.There are only a few reasons for this divergence:(1)the supporting law is not perfect due to the change in the capital payment system;(2)the focus of measuring the rights protected by the law is different;(3)the current legal system is infringing on the interests of creditors There is no explicit provision in the conduct.(4)It is impossible to accurately define whether the debtor as the company is"unable to pay off due debts".Although the newly released Minutes of the Civil and Commercial Trial Work Conference of the National Court of Justice(hereinafter referred to as the "Minutes of the Nine Minutes Meeting"),which has been issued in 2019,has already stipulated two situations that can be used to accelerate the expiry of shareholders' capital,this article believes that On the basis of the minutes of the National People's Congress,more detailed provisions are made on the issue of accelerated maturity of shareholders' capital.It includes the following aspects:First of all,the identification criteria of "unfulfilled or incompletely fulfilled capital contribution obligations" and the "non-liquidation" identification criteria must be clarified;secondly,the linkage with the Bankruptcy Law and Contract Law and other laws must be improved;and again,enterprises The information publicity system minimizes the inequality of transaction information.Finally,shareholders who maliciously evade the obligation to contribute capital should improve their punishment mechanism from the legislative level.