A Study On The Accelerated Maturity Of Shareholder Capital Contributions Under Non-bankruptcy Situations

Under the social background of "mass entrepreneurship and innovation",the reform of Company Law in 2013 established the capital subscription system,abolished the limit of the minimum registered capital,and allowed shareholders to freely set the amount and duration of capital contribution.However,with the liberalization of the capital policy system,there is a lack of follow-up to the protection mechanism of creditors' interests,which leads to the increased risk of damage to creditors' interests.The problem caused by this is that when the period of subscribed capital contribution agreed in the articles of association is not expired,the debts of the company cannot be paid off when it expires,so that creditors can ask shareholders to accelerate the maturity of capital contribution to realize their creditor's rights and protect their own interests.There is no dispute on this issue in bankruptcy scenario,and shareholders must speed up capital contribution according to law.However,in the non-bankruptcy situation,whether the creditor's due creditor's rights can oppose the shareholders' term interests and ask the shareholders to fulfill their capital contribution obligations in advance is controversial in both academic and practical circles.This paper also attempts to sort out the disputes in theory and practice,to respond to the disputes,and to imagine relevant solutions.The specific structure of the article is as follows:The first part is to ask questions.By commenting on the current company capital subscription system in China,this paper expounds the positive and negative influences of the subscription system on shareholders and creditors,which leads to the thinking on the protection of creditors' interests,that is,whether creditors can ask shareholders who have not paid their contributions to accelerate their contributions under the circumstances of non-bankruptcy.The second part,combing the different views of academic circles.By analyzing the three mainstream viewpoints of "affirmation","negation" and "compromise" one by one,this paper is more inclined to the position of "negation".In the case of unclear legislation,the term benefits granted to shareholders by company law cannot be broken arbitrarily,and the system of "non-bankruptcy acceleration" is reasonable but not legal,so it cannot be supported.Although the author recognizes the practical needs of creditor's interests protection,"non-bankruptcy acceleration" is by no means the only solution.Therefore,in order to effectively protect the interests of creditors,this paper further improves the relevant creditor protection system on the basis of agreeing with the "denial theory",that is,moderately advancing the time of "accelerating bankruptcy" and moderately expanding the applicable conditions of the "denial of corporate personality" system.The third part is empirical analysis.Summarize and sort out the relevant judicial cases since the implementation of the subscription system,and find that The attitude of the judiciary towards this issue has changed due to the publication of the Minutes of the Nine People,which has evolved from a huge dispute over the standards of adjudication to the standards of adjudication agreed by all courts.In addition to the clear statement in the Minutes of Nine People,the author thinks that the system of "non-bankruptcy acceleration" can not be supported in principle,but it can be applied exceptionally when there is "execution failure" and "malicious extension".The fourth part discusses other ways to protect creditors' interests.On the basis of denying the "non-bankruptcy acceleration",facing the realistic demand of protecting creditors' interests,the author tries to learn from the European and American countries whose subscription system is relatively mature,learn from their ways of protecting creditors' interests in the loose capital environment,and puts forward three ways of protection as alternatives to the "non-bankruptcy acceleration".In essence,it is the further improvement of the existing creditor protection system.