Legal Research On The Accelerated Expiration System Of Shareholders' Capital Contribution Obligations Under The Subscription System

In 2013,China carried out the reform of company law and established a complete capital subscription system,which is aimed at stimulating market vitality and facilitating venture capital.Companies and their shareholders may independently determine the amount and time limit of their subscribed capital contribution,the minimum capital limit of establishing companies has been cancelled,thus render companies and shareholders have more freedom in investment.Shareholders' contribution is the basis of capital formation and the basis of shareholders' limited liability.There are also risks that may infringe the interests of creditors while facilitating shareholders' investment.The conflict between the interests of shareholders and creditors brought by the subscription system can never be resolved.When a company and its shareholders agree on a long time limit for capital contribution and a company is unable to pay off its debts as they fall due,can the creditors of a company require its shareholders to accelerate the performance of their capital contribution obligations,which is also an urgent problem.There are different judgments for the same case according to the current judicial practice in China.The judgments are quite different,the uncertainty of litigation is great,and the authority of justice is challenged as a result of different courts keeping different attitudes towards acceleration responsibility of shareholders' contribution obligation.This is because the law of our country does not have a clear regulation on the acceleration system of shareholders' contribution obligation,and interpretation and application have been implemented mainly according to the existing company law and its judicial interpretation.The author values the main core clause is the provision of paragraph 2,article 13 of the judicial interpretation of the company law(3),it need to explore that whether it can expand the explanation,how to define "shareholders fail to fulfill or fail to fully fulfill the obligation of capital contribution",and whether this clause can serve as the legal basis for accelerating the system of shareholders' obligation of capital contribution.There are also disputes in the theoretical circle,which are looking for breakthroughs in the company law,contract law,etc.It is mainly subdivided into three doctrines: affirmative theory,negative theory and compromise theory.From the perspective of specific system construction,there is no doubt that the creditor,as the claimant of the acceleration system of shareholders' contribution obligation,but whether a company can give full play to its subjective initiative reasonably,and promote its shareholders to speed up their performance to maintain their own sustainable operation by the establishment of company autonomy or related systems.It needs to pay special attention to the two major contradictions between the interests of shareholders and creditors,the interests of individual creditors and the interests of the whole creditors.In November 2019,the Supreme People's Court issued the minutes of the civil and commercial trial conference of national courts,article 6 of which refers to acceleration of shareholders' contribution obligations,intending to resolve the contradictions of different judgments in the same case in judicial practice.It holds that apart from two exceptions,the acceleration system of shareholders' contribution obligation should not be supported in other cases.The attitude of the Supreme Court may put some influence on judicial decisions,but it is mainly due to judicial prudence,and justice should not precede legislation,which should establish a way to seek legislation if necessary.It is understandable that take a modest and conservative attitude based on this.However,as a result of the supreme law still does not give a direct response to the theoretical community,theoretical research will not stop.The dispute of theory,of course,still exists,whether and how to establish it still needs to be solved.The author thinks it is still necessary to construct the acceleration system of shareholders' contribution obligation.This article mainly discusses the necessity and possibility of the establishment from the judicial reality dispute to the legislative theory dispute,and then from how to apply the subject of the claim to the specific scope of application.Finally,it explains the legal effect and supporting measures upon the acceleration of shareholders' obligation of contribution.Firstly,there are still differences in the administration of justice.The court needs sufficient reasoning and argumentation to make a judgment.In order for unifying the standards,it needs to be clear in law,but just because the laws and regulations are not clear,it is still worth studying in theory.At the same time,it analyzes and draws lessons from foreign capital payment system.Secondly,it is necessary to search the possibility on the basis of theory.Based on the theoretical research on the relationship between shareholders' contribution and creditors in the United States,it analyzes whether the legal basis of "objection theory" and "compromise theory" is appropriate,and analyzes some systems came up with by it is whether feasible,such as using the system of denying the personality of legal person,the system of revoking the right of creditors and the system of bankruptcy and liquidation to replace the system of accelerating the obligation of capital contribution of shareholders.Through demonstration and analysis,it is found that the existing system can not replace its advantages,it therefore explains the necessity of constructing the acceleration system of shareholders' obligation of capital contribution.And then,the article starts with the subject of claim right of system,which can be subdivided into creditors and companies,studies the basis of their respective claim rights,and how to accelerate the shareholders' contribution obligations under the existing conditions.As well,from the perspective of shareholders,the article explores how to apply when there are many parties.The fourth part is discussing the scopes of the acceleration system of shareholders' contribution obligation' application,of which,including whether shareholders need to include interest when accelerating performance,how to determine the amount of contribution in non-monetary contribution,what extent does the successor bear the responsibility after the equity transfer.Finally,we need to establish the corresponding system from the two aspects of corporate autonomy and social governance to help shareholders to accelerate the construction of the system due to our country has not established the system matching with the subscription system,and can't prevent and control the risk in time.The innovation of this paper lies in the analysis of the viewpoints of the theoretical circle,discussing the basis and approach of its realization separately from the main body of the claimant of the shareholder's investment obligation acceleration system.It comprehensively discusses the possibility,necessity and details of how to build this system.Of course,it depends on legislation to make clear guidance in terms of final realization.