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

The 2013 revision of the Company Law established a complete subscription system,but the scope of adjustment was limited to the capital contribution stage.However,in the subsequent capital circulation,capital exit,and judicial practice stages,a supporting system that matched the subscription capital contribution system had not been formed.The applicable conditions of the relevant laws of the Company Law are unknown,and there are disputes over their references.Under the subscription system,shareholders enjoy the term benefits on the capital contribution obligations,but the company law does not make clear whether the term benefits have external effect,that is,if the company is unable to settle the due debts,can the creditor require the company to The investment obligation is expedited to maturity,and additional compensation responsibilities for the company's debts are assumed within the scope of unfunded capital to protect the interests of creditors.Therefore,the essence of this problem is to make a trade-off between the interests of shareholders and the interests of creditors.Regarding this issue,in the absence of clear provisions in the law,we should not simply explain the provisions of the law to demonstrate whether shareholders' funding obligations should expedite expiry,but should be judged from the overall concept of the 2013 Company Law amendment,Combined with the analysis of the relevant positions of the Supreme People's Court,a reasonable conclusion was reached.This paper mainly analyzes and discusses the issue of accelerated maturity of shareholders' capital contribution obligations after the establishment of a subscription system in China through four parts.The first part is to elaborate the background,conditions and essence of the issue of the accelerated expiry of shareholders' investment obligations.The second part is an analysis of the theoretical basis of the accelerated maturity of shareholders' contribution obligations under the subscription system,which is one of the core contents of this article.This part firstly expounds the relevant academic viewpoints and controversies in the academia,and then through the analysis of the company's corporate nature and the content capital system,registered capital value,shareholder's investment obligations and the three principles of capital after the 2013 company law amendment The implementation of the above shows that protecting the interests of creditors is still in line with the overall concept of our company law,in order to demonstrate the rationality of protecting the interests of creditors.The third part discusses the practical needs of applying the accelerated maturity rules of shareholder contribution obligations in China.Through the comparison of domestic and foreign systems and the analysis of necessity,it is concluded that China should establish a system compatible with the subscription system to protect the interests of creditors.Conclusion,and refute the rationality of the "alternative system" proposed by the academic community,and at the same time analyze the minutes of the Supreme People's Court on this issue combined with the current status of judicial practice to demonstrate the necessity of establishing a shareholder contribution obligation to expedite the expiration rule.The fourth part is to discuss the resolution of the accelerated expiry of shareholders ' contribution obligations under the subscription system,and advocates allowing creditors to require shareholders' contribution obligations to accelerate their expiry.Applicable rules.