Research On Legal Issues Of Accelerated Expiry Of Shareholders' Capital Contribution Obligations

The purpose of capital subscription system is to encourage shareholders to start businesses and promote economic development by lowering the threshold of establishing a company.However,due to the lack of a supporting risk prevention and control system,the negative effects of the subscribed capital system appear,resulting in the relative imbalance of interests between shareholders and creditors of the company.In practice,there have been frequent cases in which the shareholders extend or change the time limit of their capital contribution at will,or agree on a long time limit of their capital contribution,or even do not agree on the time limit of their capital contribution.These actions will lead to an adverse impact on the interests of creditors and increase the risk of the realization of their claims.For example,it may take more than ten years or even decades to realize the creditor's rights until the expiration of the shareholder's contribution period.In this waiting period,creditors will face greater risks in realizing their claims,which obviously violates the requirements of legal justice.At this time,when the company is not in bankruptcy,it is unable to pay off the matured debts.Can creditors of the company request shareholders to accelerate the maturity of their capital contribution obligations?Because no legal provisions can be directly applied,and no authoritative legal interpretation has been issued,so there are many legal disputes in both the judicial practice and the theoretical circle about the acceleration of the maturity of shareholders' contribution obligations.The phenomenon of different judgments in the same case is getting more and more serious."Minutes of the National Civil and Commercial Trial Conference" of the Supreme People's Court(hereinafter referred to as "the Minutes")issued in 2019 also expressed a position on accelerating the maturity of shareholders' contribution obligations.It believes that the original principle of judicial judgment do not support the application of accelerating the maturity of shareholders' contribution obligations,but there are two exceptions that can be applied.The purpose of " the Minutes " is to unify the judgment standard,but it is not judicial interpretation,and it can only be quoted in the judgment reasoning of the court.Therefore,there will be still legal disputes on the understanding and application of the law,and the recognition standard of the company's insolvency is also not clear.Finally,the decision right of whether or not to accelerate the expiration is handed over to the legislature.Based on the above situation,the controversial focus of the accelerated maturity of shareholders' contribution obligations will be deeply analyzed and discussed in the paper,in order to unify the applicable standards.The first chapter is to introduce the legal issues existing in accelerating the maturity of shareholders' contribution obligations.The first is the background of the legal problems and the necessity to solve them.Under the subscribed capital system,shareholders can freely agree on the time limit of capital contribution,which hides a lot of moral and legal risks,and causes challenges to the protection of creditors' interests.However,"the company law" lacks a supporting protection mechanism,which leads to frequent cases of creditors requesting shareholders to accelerate the maturity of their capital contribution obligations.Secondly,due to the lack of clear legal provisions,there are legal disputes on accelerating the maturity of shareholders' contribution obligations.Finally,the focus issues are extracted from the legal disputes,including how to determine the legal effect of the time limit of shareholder's contribution,the basis of creditor's right to claim and the determination standard of the company's inability to pay off the debts due.The second chapter is a deep analysis of the legal effect of the time limit of shareholders' investment and to put forward some suggestions.It is very necessary to solve this problem,which determines whether shareholders can use the interests of time limit against the claims of creditors or not.In other words,it determines whether shareholders' contribution obligations can be accelerated to maturity.First of all,the legal effect of the time limit agreement of shareholders' contribution includes two aspects.One is the external effect of the articles of association.The other is the validity of the time limit of shareholders' contribution.Due to the lack of clear provisions,it is impossible to make a unified determination on the effectiveness of such acts as the shareholders' agreement on a longer investment period.On the basis of demonstrating that the principle of public order and good custom is applicable and reasonable,it is suggested that the principle of public order and good custom should be clearly defined as the standard of identification.The third chapter is to analyze the difficulties existing in the basis of the claim and put forward suggestions for improvement.Under the circumstances that the shareholder's term interest can be broken,it is necessary to find the legal basis for the company's creditors to exercise the right of claim.First of all,because of the absence of the company law and other laws and regulations,the creditors lack a clear basis of the right to request the acceleration of the maturity of the obligation of shareholders' capital contribution.The company law of the United States is relatively mature and the system is relatively complete.Therefore,based on the actual situation of our country,this paper puts forward some suggestions to improve it by referring to the basic theory of claims in American company law.That is,we need to perfect the company law,to expand the application of the system of debtor's liability assets,and to expand the application of the system of supplementary compensation liability.And on this basis,it shows that there is legitimacy in accelerating the maturity of shareholders' contribution obligation.The fourth chapter is to analyze the recognition standard of the company's failure to pay off the debts due and put forward corresponding suggestions.No matter what legal path is applied to accelerate the maturity of shareholders' contribution obligation,we need to follow an applicable premise,that is,the company cannot pay off its debts.At present,there is still a lack of clear recognition standards,which has an impact on when to apply the accelerated maturity of equity contribution obligations.Because there are some defects in the mainstream standards and other legal norms can not be applied directly,on this basis,we can draw lessons from the American Standard of solvency,and put forward suggestions that we should distinguish different stages and subjects and make different recognition standards.