Research On The Accelerated Maturity System Of Shareholder Capital Contribution Under The Existence Of Limited Company

In 2013,the Company Law was amended to change the paid-in system into complete capital subscription system,which is conducive to stimulating the vitality of the market economy,but harmful to the protection of creditors.In particular,when the company fails to pay the due debts,the shareholders don’t yet make full capital contribution due to the unexpired subscription period,and the creditor’s rights cannot be fully realized due to the debtor’s company’s lack of capital actually delivered.This raises a question: should creditors be granted the rights to request shareholders to perform their capital contribution obligations in advance when the company is still in existence?The first part of this paper first introduces the different views of the theoretical circle.It is affirmed that the accelerated maturity system has the advantage of low cost and high benefit compared with bankruptcy,and the feasibility is demonstrated from the aspects of the company’s articles of association having no binding force on the third party and the shareholder’s contribution constituting the company’s debt guarantee.The negative view holds that the articles of association are open to the public,the creditors should bear the transaction risk,and the accelerated maturity system lacks explicit provisions in law.The compromise theory puts forward two views: the management difficulty and the type of creditor.This paper agrees with the idea that the principle should be to protect the term interests of shareholders,with the exception of accelerated expiration.At last,this paper sorts out the change of attitude towards this system and the reasons of judgment in the current judicial practice.The second part firstly analyzes the existing system.The disadvantages of bankruptcy procedure are high cost and low efficiency.The court is very cautious about the application of the personality denial system of law,and if the personality denial is abused,it violates the idea of company law.The exercise of the right of revocation can not make the creditor who brings a lawsuit get repayment directly.Secondly,from the principle of capital maintenance,the legal nature of the obligationof capital contribution,the purpose of the company law,this paper discusses the legal basis of the accelerated maturity system of shareholder’s capital contribution.The principle of capital maintenance requires shareholders to maintain their solvency during the operation of the company.The arrangement of capital contribution period in the articles of association cannot counter the legal nature of capital contribution obligation.Moreover,article 1 of the Company Law specifies the legislative purpose of protecting creditors,so it is necessary to accelerate the maturity system.Finally,it is not appropriate to interpret the current legislation in an expanded way,and a new judicial interpretation should be issued as soon as possible.The third part discusses the construction of accelerated maturity system of shareholder’s contribution.All legitimate creditors of the company are qualified subjects of claims,which are exercised on the premise that the company is still in the state of existence and is subject to compulsory execution or other conditions that can confirm that the company is insolvent.Accelerated maturities can be triggered when a company falls into near-bankruptcy,or when shareholders engage in malicious behavior to avoid debt(such as extending the duration of capital contribution),or when a involuntary creditor files a claim.Next,the paper discusses the identification of suitable shareholders after equity transfer and debt reduction.Unless the accelerated expiration obligation has been triggered prior to the transfer,the liability of the transferee shall prevail.If the company’s registered capital is reduced due to the capital reduction after the occurrence of the debt,the shareholders shall bear the supplementary compensation liability with the capital subscribed before the capital reduction.Finally,as a supporting measure to accelerate the maturity system,the establishment of the investment management committee to exercise the right to call is an option to take into account the interests of minority shareholders.