Study On The Legal Issues Of Accelerating The Maturity Of Shareholder’s Contribution Obligation Under Non-Bankruptcy Circumstance

On December 28,2013,the 12 th session of the National People’s Congress adopted at the sixth meeting of the standing committee of the company law of the People’s Republic of China(hereinafter referred to as the "company law")established the subscribed capital system of company capital system,cancel the company minimum registered capital and capital contribution of the statutory time limit,the shareholders of a company’s capital contribution period prescribed by legal into freedom.The reform expanded the autonomy of shareholders,lowered the threshold for the establishment of companies,broke the shackles on entrepreneurs,stimulated the vitality of the market,and played a huge role in the traction of China’s economic development.However,the problem lies in that the reform of the company law has not taken into account the national conditions of our country,nor has a perfect creditor protection system been formulated,resulting in a series of abuse of the capital subscription system,resulting in a serious threat to the interests of creditors.In this context,in order to protect the interests of creditors,some scholars proposed to apply the accelerated maturity system of shareholders’ capital contribution to solve the problem of creditor’s interest protection caused by the abuse of subscribing system.Because this system breaks through the period benefit that the subscribing system endures to shareholders,it leads to constant disputes in the academic and practical circles.To alleviate disputes,released November 8,2019 in the national work conference on court for civil and commercial trial summary "law [2019] no.254" article 6 try to abuse of company capital subscribed system to a certain degree of deviation rectification,to invest to enumerate the way clear to accelerate due two specific cases: one is end enforcement measures,the company has no property available for execution;Second,after the debt of the company,the company decides to extend the period of investment.Although this way can unify the thinking of judgment,it is worth discussing in conclusion,and it will weaken the tension of law and the ability to deal with complex problems in effect.Based on the above situation,this paper demonstrates the necessity and legitimacy of accelerating the maturity of shareholders’ capital contribution from the perspective of value analysis,and puts forward some suggestions to construct the system of accelerating the maturity of shareholders’ capital contribution in the existence of the company in combination with the current judicial situation,so as to achieve a balance between the term interests of shareholders and the interests of creditors.First of all,this paper starts from the controversy of "non-bankruptcy accelerated maturity" in the academic and practical circles,and then sorts out the core viewpoints of this paper.It is believed that the "negation theory" advocated by some scholars may lead the practice circle to seek far from the near,and in fact form a support for the abuse of subscribing system.Let it develop,will not be conducive to the formation of a good commercial order under the rule of law;The "compromise theory" that whether the maturity can be accelerated should be distinguished seems to ease up,but it is difficult to operate in practice.Supporting "non-bankruptcy accelerated maturity" is helpful to form rational shareholder subscription order and rational corporate repayment order,and protect the interests of creditors from being damaged.Secondly,the necessity of "non-bankruptcy accelerated maturity" is demonstrated.This system can make the term interests of shareholders and the interests of creditors reach a relatively balanced state,make up for the deficiency of the supporting system under the subscription system,and it is also the embodiment of the principle of unity of rights and responsibilities and the role of corporate capital guarantee.Then from the perspective of institutional deduction,this paper discusses the legal basis of the system in the Civil Code,Company Law and Bankruptcy Law,so as to solve the dilemma that the system cannot be followed.Thirdly,through the judicial cases in recent years to analyze the system in the judicial application of the predicament,in order to be able to put forward targeted suggestions.Finally,it tries to put forward the concrete construction path of "non-bankruptcy accelerated maturity" system,which can be realized through the expansion and application of the company liable property system,the expansion and application of the supplementary liability system,the application of the principle of not abusing the contractual rights in the Civil Code and the path clearly stipulated in the company law legislation.The collection mechanism should be taken as the precondition for the application of the system,so as to reduce the litigation problems faced by the company,solve the problems by relying on the internal procedures of the company and avoid the waste of judicial resources.Then,according to "the bankruptcy accelerated due" system in judicial application difficulties that exist in the specific solutions are put forward,it should be "enforcement is unable to repay" as the judgment standard of unable to repay debts,to supplement liability for shareholders should be given first to the right of defense,refine litigation of burden of proof and apply the principle of onus probandi inversion.we should pay attention to the connection with other department laws,so as to control the drawbacks of the "non-bankruptcy accelerated maturity" system in a reasonable range.