Research On The Accelerated Maturity System Of Shareholder Capital Contributions Under The Subscription System

The latest "Company Law of the People’s Republic of China" has amended the company’s capital system and established a subscription system,which has played a positive role in reducing the threshold for establishing a company,promoting the company’s capital flow,encouraging the public to start a business,and expanding employment.However,due to the incomplete creditor protection supporting system and the excessive bias of the subscription system towards shareholder autonomy,the interest imbalance between shareholders and creditors has become more serious,raising concerns about the protection of creditor interests.In the case of Shanghai Xiangtong Trading Company v.Haoyue Investment Company in 2015,the first judgment was made to support the accelerated maturity of shareholders’ capital contribution obligations.The case triggered extensive discussions on shareholder funding: When the company is unable to settle its due debts,can the creditor request the shareholders of the current term to fulfill their funding obligations in advance? There is no clear legal regulation on this issue in China,and academic circles have different opinions on this issue.In the practice of judicial adjudication,there have also been problems of different judgments in the same case.In November 2019,the Supreme People’s Court issued the “Minutes of the National Court’s Civil and Commercial Trial Work Conference”,which stated the attitude of shareholders ’accelerated funding expiry,that is,“the principle is negative,the exception is affirmative”,and the protection of shareholders’ term benefits is affirmed.Under the circumstances,shareholders can expedite expiry.Although this is an important step in the system of accelerated maturity of shareholders’ capital,there are still many circumstances beyond the two exceptions that can damage the interests of creditors,and the interests of shareholders and creditors are still unbalanced.Against this background,this paper proposes to construct a system for accelerating the maturity of shareholders’ capital in order to benefit the legislation and the judiciary.Specifically,this article discusses the shareholder capital accelerated expiry system from the following aspects:The first chapter mainly expounds the theoretical foundation of establishing and perfecting the system of accelerated maturity of shareholders’ capital contribution.The first is the general situation of the company’s capital contribution system in China,which is the subscription system.The connotation of accelerated maturity of shareholders’ capital and the nature of shareholders’ liability to creditors.The second is the reason and significance of the establishment of the accelerated maturity of shareholders’ capital.The existing system such as the denial of corporate personality There are certain restrictions and deficiencies in the application of the system,creditor’s subrogation right,and bankruptcy procedures.The protection of creditors’ interests is limited,and the application of the accelerated shareholder maturity system has its advantages,which can make up for the loopholes provided by current laws.Third,shareholders The theoretical basis of the accelerated investment maturity system,the principle of capital maintenance,the theory of stakeholders,and the principle of consistency of rights and obligations.The second chapter analyzes the status quo and problems of China’s current shareholders’ investment accelerated expiry system.The status quo includes the current legal provisions on the expiry system and the status of judicial decisions.The problems with the system of accelerated maturity of shareholders’ capital are mainly manifested in the lack of clear regulations,incomplete application conditions,problems in litigation procedures,and unclear distribution of shareholder responsibilities.The last chapter puts forward suggestions for establishing and improving the shareholder capital accelerated expiry system,and puts forward effective measures respectively for the main problems in chapter 2.In terms of the application of the system,it is recommended to adopt legislation to clearly specify the accelerated maturity system for shareholder funding;to improve the standards for the company’s inability to pay off due debts;to clarify the distribution of the defendants,the burden of proof,and the jurisdiction of the court in the litigation procedures In terms of shareholder responsibilities,clarify the responsibilities among multiple shareholders and the responsibilities of the original shareholders in the transfer of equity.