Study On The Accelerated Maturity System Of Shareholders Contribution Obligation Under The Subscription System

After the introduction of the new company law in 2013,China began to implement a complete system of subscribed registered capital,which means that shareholders can determine the time limit of subscribed capital according to the articles of association.However,in the judicial practice,more and more creditors file a lawsuit against the company,and at the same time,they also list the shareholders who have not reached the time limit of capital contribution as defendants,requiring them to make capital contribution in advance and bear the supplementary compensation liability for the companys debts.Based on the collection and analysis of relevant judgments on accelerating the maturity of shareholders subscribed capital obligatio n from 2016 to 2019,this paper finds that such cases show the following characteristics: first,the number of cases has an exponential growth,especially in the past two or three years,the growth is particularly rapid;second,the court has not reached a consensus on such cases in the trial,the results of the judgment and the judgment given By disagreeing,and this difference has yet to see a sign of unity.By collecting and sorting out more than 500 judgment documents related to accelerated maturity of shareholders contribution obligations on the Internet,this paper analyzes the opinions of judges on accelerated maturity and the reasons behind it in judicial practice,and classifies these judgment reasons.The court reasons for supporting and opposing accelerated maturity are mainly divided into the following four categories: first,whether to expand the interpretation of company law justice Interpretation 3: Article 13,paragraph 2;2.Whether the creditors rights should be realized through bankruptcy procedures;3.Whether the creditor should tend to protect the interests of shareholders;4.Whether the creditor should bear the risk.After listing the reasons for the judgment that both sides support or oppose,the author further analyzes and combs these reasons,and tries to solve the most fundamental differences of these opposing reasons,in order to solve these differences through corresponding legal norms or institutional measures,in order to achieve the unity of accelerating the expiration of the judgment.In view of the differences between the two parties on the second paragraph of Article 13 of the third judicial interpretation of the company law,the author believes that whether from the perspective of capital maintenance or from the perspective of the theory of legal debt,the shareholders contribution to be paid belongs to the legal debt of the company itself,and when the company is in the situation of unable to pay,the shareholder should bear the responsibility of making up.Secondly,in the face of the analysis of whether the accelerated maturity of both parties can only exist in the bankruptcy proceedings,the author argues that it is unreasonable to realize the accelerated maturity only in the bankruptcy proceedings from the perspective of economic cost and social utility.At the same time,the author introduces the eclectic view of the academic community on the accelerated maturity,and sets specific conditions for the accelerated maturity to protect the rights and interests of all creditors Acceleration of maturity.Thirdly,in the face of the divergence of whether the subscription system should tend to protect the rights and interests of shareholders,the author thinks that according to the legislative purpose of the company law,the subscription system should protect the rights and interests of shareholders and creditors in a balanced way,and introduce the companys call mechanism to realize the balanced protection of the interests of the company and its shareholders and creditors.Finally,on the difference of whether the creditor should bear the risk or not,the author starts from the reality that the current enterprise credit information system and relevant laws and regulations are not perfect in our country,under this situation,the creditor is required to bear the risk on its own is extremely unfavorable to the protection of the creditors rights and interests,and on this basis,the author suggests that China should do a better job in information disclosure to the United States,Japan and other enterprises Home learning,improve the information disclosure system of enterprises in China.