From The Perspective Of Benefit Measurement,Capital Contribution To Shareholders Is Accelerated To The Study Of Period System

Since the reform of the company law in China after the confirmation of the fully subscribed capital system,in addition to the capital subscribed system confirmation,this reform is the most important measures to cancel the legal restrictions on the shareholders' capital contribution period,for in addition to raising the number of shares set co.,LTD.,specific to the laws of the machine needs a one-time contribution for the company,the shareholders what time is determined by the parties themselves,law is no longer compulsory requirements on capital contribution.This reform effectively reduce the cost of investment,shareholders and activate the market vigor,but neglected the sufficient protection for the interests of the creditors,the interests between creditors and shareholders caused by imbalance,especially in the company is unable to repay creditors due debt,shareholders' capital contribution period has not expired,the interests of the creditors how effective relief has become the current practice of the problem.In the judicial practice,there have been some litigation shareholders demand its up the capital contribution obligation to realize creditor's rights,the practice of such disputes have positive views also have negative views,then combined with the reality,to avoid the imbalance between the shareholders and creditors' interests,shareholder capital contribution to accelerate due system has become the current problem of academic field and practice field,protect the interests of creditors must be constructed during the existence is also a company system.Therefore,the analysis of the accelerated expiration system of shareholder contribution obligation is of positive significance to improve the theory of shareholder contribution responsibility and the unification of judicial trial.This paper analyzes how to give full play to the role of corporate autonomy under subscription system,how to improve legislation,and how to explore reasonable ways for creditors to require shareholders to contribute capital to accelerate the maturity of their liability from existing laws.Through the improvement and innovation of the system,companies can have specific paths to realize accelerated maturity.Every new problem,in addition to making a judgment of right and wrong,can and can not,it is more important to analyze the problems it may encounter in the process of solving.This is also the case with regard to the issue of accelerated maturity.Only by comparing and analyzing the possibility of each issue in application and combining with the laws and principles,can a better interpretation be made.There is no perfect and unchanging system in the world.The improvement of the system depends on the supplement of theories,the enrichment of experience in finding and solving problems in practice,and the completion of the system through internal and external reform.The research on shareholders' contribution responsibility is still very long.Based on the current capital system reform,it is particularly important to analyze the specific application of accelerated expiration of shareholders' contribution responsibility.Based on this writing idea,the paper is divided into five chapters,the specific content is as follows:The first part,using the method of literature analysis,for the shareholder capital contribution due responsibility to accelerate the system of related literature,the current company law expires and shareholder capital contribution to accelerate the reform of system,sets forth the specific background and points out that the study system of shareholders' capital contribution to accelerate due to address the current imbalance between creditors and shareholders period of sense,and for domestic and foreign scholars for shareholders to accelerate due system,summarized the research dynamic,system of foreign investment to accelerate due to the shareholders of a clear legal provisions and has been used,our country academic circles to the shareholders' capital contribution to accelerate due system has three views: Affirmative theory,negative theory and compromise theory,there are a lot of studies on shareholder accelerated maturity system in the academic circle,which also provide the theoretical and argumentation basis for this paper.The second part,the company subscription capital system is the value choice of the current company capital reform,but also is the need of the further deepening of China's market economy.However,China's subscribed capital system has not deviated from the legal capital system.On this basis,shareholders' contribution is contractual and legal,and shareholders' contribution obligation and shareholders' contribution have the same legal nature,that is,shareholders' contribution obligation is not only an agreed obligation,but also a legal obligation.After the shareholder capital contribution responsibility and obligation to interpret,shareholder capital contribution obligations,it is good to accelerate the maturity concept definition,which refers to the current subscribed capital system,the creditors at the time of the obligations to the company claims,lack of the company's assets,the performance cannot,creditors and the company may require investment shareholders to accelerate to fulfill its obligations upon expiration of the period is not investment obligation,not restricted by the investment time limit set in the articles of association.The focus of this part is to clarify the relevant concepts and legal nature of shareholder contribution,so as to define a good scope for the further analysis below cars onlyThe third part mainly elaborates on the theoretical basis of accelerating the expiration of shareholders' contribution obligations,including the consistency of company law with the protection of creditors' interests,corporate capital system,rights and obligations,and the legal debt theory.Review from theory to practice,USES the case analysis method due to the current shareholders' capital contribution obligation acceleration in the judicial practice of the typical cases of disputes caused by processing the results were analyzed by the referee found in practice due to shareholders to accelerate system certainly less,no more,no root cause is due to the increasing of civil and commercial law in our country for shareholders expire did not have a clear rules,problems to apply in practice,not giving shareholders accelerating due support.But in combination with the current theory and practice must view,shareholder capital contribution obligations in advance not only has the necessity of reality,also has the feasibility of the theory,from the nature of the shareholders' capital contribution obligation,the effectiveness of the capital contribution period of the public and the relationship between the shareholders and the company can be a powerful argument expire shareholder capital contribution obligation acceleration with the feasibility of the theory,points out that the system of shareholders to accelerate due to solve the current judicial practice of the construction of the problem is of positive significance.The fourth part,mainly to the current system of shareholders' capital contribution to accelerate due analysis: the build path envisaged by reference to shareholder capital contribution to accelerate due in bankruptcy proceedings,but in practice also causes the legal cancellation right is unable to effective implementation of the insolvency administrator,this and the enterprise bankruptcy law legislation system is in conflict,and even confuse the "company law" and their respective system boundary between the enterprise bankruptcy law;Expansionary application of corporate personality denial system,but legislation and its principle,for the scope of the subject of application,specific elements,the occasion of application and the burden of proof are lack of relatively clear regulatory standards,so the expansionary application of corporate personality denial system is not ideal.The application scope of subrogation of creditors is relatively small,and it is difficult to apply to the unexpired period of shareholders' non-contribution during the company's existence in the case of non-bankruptcy,which is unfavorable to the protection of creditors' interests.Based on the above analysis,China's shareholder contribution accelerated expiration system should be optimized from the legislative perspective.The clarity of the upper law makes the shareholder accelerated expiration system have a clear legal basis and can effectively solve the applicable problems.In order to effectively protect the rights of creditors not to the abuse of host law can make the creditors claim amount of debt is that in order to enjoy as a limit,the only shareholders in claims data required for their own investment responsibility,shareholders will not bear the required by the creditor claims,assumes that the obligor s rights more than the prescribed by the articles of association of the share,spare part does not require shareholders to bear.On the basis of clear legislation,specific interpretation is made on the conditions for the application of accelerated maturity of shareholders' contribution obligation: non-bankruptcy status,creditor's right maturity,shareholders' failure to fulfill or fully fulfill the contribution obligation and the company's inability to repay due debts,so as to ensure the specific application of the accelerated maturity system of shareholders.In order to avoid the inconsistency in law,we should do a good job in the connection and cooperation between company law and contract law.The innovation of this article is from the shareholders' capital contribution academic field and practice field to accelerate due system research and applicable,to be sure is the necessity and feasibility of shareholders' capital contribution to accelerate due system structure,the system does not artificially to increase the responsibility of the shareholders,not by the scope of responsibility only for is not paid by the shareholders most of the money,and this is the second line of responsibility,only in the company's assets in foreign debt and,after a court for compulsory execution still unable to pay off can apply to shareholders after the extent of the obligor's right to realize creditor's rights investment accelerated system.Only in this way can we ensure that shareholders and creditors can not abuse the rights granted by law arbitrarily.