The Study On The Acceleration Of Shareholder’s Capital Contribution Under The Subscription System

The problem of accelerating the expiration of shareholders’ capital contribution occurs in limited liability companies.And there are two controversial points: one is that the choice of legal basis is not uniform,the other is that the interpretation and application of specific legal provisions are inconsistent.The Minutes of the National Courts’ Civil and Commercial Trial Work Conference provides some basis for accelerating the shareholder’s contribution.But given the fact that there are different understandings of its nature and content,it’s hard to have the unified verdicts of accelerating the shareholder’s contribution period.And accelerating the shareholder’s contribution in the trial of creditors and company disputes is not common,it happens more in the case after the enforcement procedure.This determines that the execution procedure in accelerating shareholder’s contribution is more advantageous.However,there is a basis for the judgment of shareholders to assume responsibility only through trial procedures.Specifically,in addition to speeding up shareholder’s capital contribution when it is determined that the case cannot be repaid after the execution of the case,some cases in the trial procedure should also accelerate shareholder contribution.For example,in the trial procedure,there are many reasons for the end of the execution procedure,such as no executing property,the company has actually ceased business,including other situations that can judge the company’s lack of integrity.The common methods of denying accelerate shareholder contribution through bankruptcy,risk-taking and denial of subrogation have some defects.Under the current legal system,capital credit cannot be completely abolished.The guarantee function of registered capital can also provide protection to creditors.After measuring the interests of shareholders and creditors and exploring the social value orientation,it has positive significance to affirm the accelerated maturity of shareholder capital contributions.In the selection of the basis for accelerating shareholders’ capital contribution,in addition to the application of the principles of fairness and good faith,it is more to find the basis from the Company Law,such as Article 3 of it.In the subscription system,interests of creditors should be protected.So shareholders whose capital contributions have not expired can be included in the application scope of Articles 13 and 18 of Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China(Ⅲ)and Articles 17 and 19 of The Provisions of the Supreme People’s Court on Several Issues Concerning the Modification and Addition of Parties in Civil Enforcement.On the basis of affirming the acceleration of shareholder capital contribution,better handling of this problem requires improvement of other supporting systems.It is embodied in legislation that it can be established that directors should call for shareholders’ capital contributions.And when the director fail to perform the call,the creditor can exercise the claims on directors’ behalf.Besides,the directors should be liable for their breach of the obligation of call.Ultimately,achieving a win-win situation for shareholders and creditors under the subscription system.