Research On The Accelerated Expiration Of Shareholders' Capital Contribution Obligations Under The Subscription System

The abolition of the minimum capital responsibility system is out of the need to en courage private investment,and its flexible investment method also gives shareholders fre edom of choice,revitalizes the market economy,but there is no corresponding creditor p rotection mechanism,resulting in a series of problems in practice.In recent years,the sy stem of accelerated expiration of shareholders' investment liability has been widely concer ned by all sectors of society in China,and the verdict of xiangtong company v haoyue company's equity transfer dispute case pushed the discussion of accelerated expiration of shareholders' investment liability to the climax.Under the premise of subscribed capital s ystem,the relevant legal norms of the current company law have not made clear provisi ons on the above issues.As for this problem,there is a big controversy in the theoretic al circle,and a certain judgment rule has not been formed in the practical field.At the beginning of this paper,through analyzing the judicial cases with similar cas es but different judgment results in practice,it leads to the accelerated expiration of shar eholders' investment liability.China's current law has clear provisions on the accelerated expiration in bankruptcy proceedings and the accelerated expiration in dissolution proceed ings,but whether the shareholders' contribution liability can accelerate the expiration has not been determined.Firstly,this paper makes clear that it supports the accelerated matur ity of shareholders' investment responsibility,and proves the necessity and theoretical bas is of supporting the accelerated maturity through analysis.Secondly,this article obtains fr om both theoretical and practical circles analysis about shareholders' capital contribution due responsibility to accelerate the dispute focus,on the one hand,for the theory of thre e kinds of theories,certainly,negative and compromise,analysis of advantages and disad vantages of various doctrines on support must be said that the cause of the acceleration due to invest to support responsibility.On the other hand,by searching relevant judgmen t cases on the Chinese judgment documents website for classification and brief overview,and classifying and comparing different judgment results,the judgment rules of accelerat ed expiration of shareholders' investment liability in practice are explored.Thirdly,this p aper analyzes the five judicial application paths of the system under the current rules,an d evaluates and analyzes the five paths,all of which have their applicable values.Howe ver,the adjustment in accordance with the legal interpretation and relevant legal provisio ns does not completely solve the problem of creditor's interest protection caused by the subscription system.Finally,under the premise that the existing rules can't solve the abov e problems,this paper suggests that we should solve them from the legislative level and put forward our own legislative prospect.This paper is divided into five parts:The first chapter mainly introduces the root cause of the accelerated maturity of sha reholders' investment responsibility.First,it specifically introduces the impact brought by the introduction of capital subscription system.It opens the threshold for the establishme nt of a company and endows shareholders with greater space and autonomy.However,th e corresponding protection for creditors was neglected.Again by xiang tong company v.HaoYue company equity transfer dispute with burns and city company sale contract disp ute two similar cases have two very different verdict,sparked shareholder investment res ponsibility can accelerate due to the analysis of contradiction,thus the below shareholder capital contribution in the responsibility to accelerate the due theoretical controversy and practice.The second chapter mainly introduces the theoretical basis of accelerated expiration of shareholders' contribution liability.First,it introduces the basic meaning of shareholder s' contribution liability and the legislative status of accelerated expiration.Due to the cur rent law does not apply to proceedings in whether shareholder investment responsibility t o accelerate due to clear rules,this paper first discusses the necessity of the acceleration due to invest to support responsibility and theoretical foundation,analysis of academic t heoretical controversy about the problem at the same time,must be said,negative theory and compromise three theories,and the corresponding evaluation.The third chapter mainly introduces the practical disputes about the accelerated expir ation of shareholders' investment liability.The author inquires relevant cases on the Chin ese judgment documents website,analyzes the opinions of local courts in practice,and p rovides data support for the introduction of shareholders' investment liability in practice.At the same time,a case is introduced to summarize three relief approaches to protect t he interests of creditors.The fourth chapter mainly introduces the applicable path of accelerating the expiratio n of shareholders' investment liability.For under current rules,this paper summarizes cou rt case trial train of thought,and roughly divided into direct interpretation expansion of paragraph 1 of article 3 of the company law,company law judicial interpretation(3)for the contract invalid system,reference to the relevant provisions of the law,execute a pr ogram append the person subjected to execution path,five kinds of judicial application a nd analyzing advantages and disadvantages of various kinds of path.The fifth chapter mainly introduces the legislative prospect of the shareholder acceler ated expiration system.Breaking through the existing legal barriers in China,this paper puts forward the specific idea of accelerating the localization path selection of shareholde rs' contribution liability to maturity.First,the company law is explicitly stipulated,and s econd,the directors and senior executives are set up to call for contribution procedures,and related supporting systems are constructed to protect the interests of creditors.