The Study On Acceleration Of The Maturity Of Shareholders’Contribution Duty Under The Capital Subscription Regime

The company law was amended in 2013 to establish the subscription system,whereby shareholders are free to make capital contributions and may agree on such contributions,which may be recorded in the company’s articles of association,but while shareholders enjoy such freedom,the interests of creditors of the company,but there is no supporting provisions,resulting in the interests of creditors in the face of shareholders when this freedom is not fully protected.In practice,the interests of creditors are increasingly damaged.According to Article 35 of the bankruptcy law,in the case of shareholders’contributions for an unexpired period,when they enter into bankruptcy proceedings,their contributions shall expire at an accelerated pace and may be liquidated,but the company shall enter into bankruptcy proceedings,to face the need to meet the statutory situation and the need for a large number of costs of these two issues.In order to maintain market stability,the court will not easily agree to creditors’bankruptcy applications when faced with creditors’applications.After a company goes bankrupt,all ordinary creditors are fairly compensated for the company’s assets,and in most cases,the interests of the ordinary creditors can not be satisfied in the order in which they are paid.Therefore,when the company is in existence,whether the creditor can request the shareholder’s contribution to speed up the expiration has come into people’s sight.The theoretical circle has also conducted research on this issue.The mainstream view is to affirm that supporting the shareholder’s contribution to speed up the expiration,in addition to this,there are also negative statements and compromise statements.There are different judgments on this issue in the practical circle.Although the mainstream judgments still tend to protect the shareholders’ interests in the term,it is not uncommon for the judgments to support the acceleration of shareholders’ contributions,in response to this situation,the Supreme Court issued in 2019 the "Proceedings of the National Court of Civil and commercial trial proceedings"(hereinafter referred to as "jiuminjiyao"),which provides guidance on the accelerated expiration of shareholders’ contributions while the company is in existence,the voice of perfecting the system of accelerating the expiration of shareholders’ contribution is also getting higher and higher.This paper first analyzes the different theories and theoretical bases of accelerating the maturity of shareholders,and supports that accelerating shareholder’s contribution is the principle of relative rights and obligations,the principle of capital enrichment and the theory of Creditor’s claim,this paper analyzes the value of the system of accelerating the expiration of shareholders’contribution while the company is in existence.Secondly,in view of the problems of creditor protection and the limitations of other legal systems,the paper highlights the advantages and value of the system to prove the necessity of the system.Thirdly,by studying the relevant systems of the United States,Japan and Germany,we can study the advantages of the system of accelerating the expiration of shareholders’ contribution,and learn the advanced experience of foreign countries,so as to provide enlightenment for perfecting the system of accelerating the expiration of shareholders’ contribution in China.Finally,the article focuses on how to perfect the system of accelerating the expiration of shareholders’ contributions in China,by making clear the application of accelerating the expiration of shareholders’contributions when they exist,and how to perfect the system of directors’(meetings),the author puts forward some suggestions for the improvement of the system of accelerating the expiration of shareholders’ capital contribution under the subscription system.