Research On The Accelerated Maturity Of Shareholders’ Contribution Obligation

Since the reform of the registered capital system in 2013,the "Company Law" no longer regards the period of capital contribution and the amount of paid-in capital as the industrial and commercial registration items,and the annual inspection system is replaced by the annual report system.However,at the same time as the system reform,the legal rules have not been adjusted accordingly,resulting in the inability of judicial practice to match the existing legal rules.According to the existing regulations,if a company enters bankruptcy liquidation procedures,creditors have the right to request shareholders to pay undue capital contributions,but the law does not clearly stipulate the accelerated maturity of capital contributions in other situations.The "Minutes of the National Court Civil and Commercial Trial Work Conference" issued in 2019 clearly stipulated for the first time the issue of accelerated maturity of shareholders’ capital contribution obligations in non-bankruptcy and liquidation situations.However,since the minutes of the meeting are neither a law nor a judicial interpretation,they are only used to guide judicial adjudication,so the solution to this problem still has a lack of theoretical level.The academic discussion on this issue revolves around whether to support accelerated maturity,and has formed two views of affirmation and denial.Due to the lack of uniformly applicable legal norms,the problems related to the accelerated maturity of shareholders’ capital contribution obligations in legal practice are increasing day by day,and the phenomenon of different judgments in the same case has also occurred in judicial trials.In the context of the reform of the company’s registered capital system,due to the lack of clear legal norms,there have been a large number of disputes over the accelerated maturity of shareholders’ capital contribution obligations in judicial practice.Through the method of quantitative analysis,describe the years of establishment of the company when it is involved in disputes in judicial practice,compare the agreed investment period,and analyze the causes of the accelerated maturity of the investment obligation.Some of the judicial tendencies reflected,as well as the changes in judicial attitudes before and after the National Court Civil and Commercial Trial Work Conference was held,and in-depth analysis of the legitimacy and necessity of the legislation on the accelerated expiry system of shareholders’ capital contribution obligations,found at the basic level of legal theory and the basic level of the right to request.sound theoretical basis.The provisions of the "Minutes of the National Court Civil and Commercial Trial Work Conference" on the accelerated maturity of shareholders’ capital contribution obligations are reasonable and helpful for the handling of cases in judicial practice,but they are not universal.Therefore,on the basis of their provisions,explore and improve A new path for the accelerated expiry system of shareholders’ capital contribution obligations is very necessary.Article 48 of the "Company Law（Revised Draft）" stipulates the shareholder’s right to request for capital contribution,which helps to solve the problem of legal absence under the background of pure subscription system.The conception of the scheme for the accelerated maturity of shareholders’ capital contribution obligations mainly includes the prerequisites for the application of the system,the main conditions,the specific application procedures and the assumption of shareholders’ responsibilities.The preconditions for the creditor to enjoy the shareholder’s right to make a request for capital contribution are that the company is in existence,the transaction contract is legal and the creditor’s rights have expired,the time limit for subscription of capital contribution has not been reached,the company is continuously insolvent,and has gone through execution procedures.In specific litigation procedures,the subject of the claim includes the creditor or the company,and the subject of the claim can be the shareholder or the company.In a case where the creditor is the subject of the claim,if the shareholder is not listed as a co-defendant in the litigation stage,the company cannot repay the debt after compulsory execution.Creditors can file separate lawsuits against shareholders.After litigation and execution procedures,after the shareholders fulfill their subscription obligations,if the creditors’ claims are paid off,the interests of the creditors,the company and the shareholders will be balanced,if the creditors’ claims are not paid off,the creditors have the right to claim to enter bankruptcy proceedings.