| In 2013,China revised the company law and formally established the system of subscription of registered capital.The subscription system is a subversive reform of the company’s capital system,which has relaxed the control of registered capital,greatly reduced the cost of newly established companies,and injected vitality into economic development.Due to the hasty reform of subscription system and imperfect supporting systems and measures,people also worry about the protection of creditors’ interests.In economic activities,it is common to set the registered capital arbitrarily or even set an abnormally long subscription period maliciously.When the company is unable to repay its due debts,the subscription period often becomes the defense reason of shareholders,so as to avoid the capital contribution request of creditors,making the realization of creditors’ claims in great uncertainty.Therefore,the accelerated maturity system of shareholders’ capital contribution came into being,but there are continuous disputes about this system in academic and practical circles.In 2021,the National People’s Congress announced the revised draft of the company law,which added the provisions on accelerating the expiration of shareholders’ subscribed capital contributions.However,the draft is in the stage of soliciting opinions,has not been formally finalized,and has not made detailed provisions on the specific applicable elements and rules of the accelerated expiration system,which needs to be further clarified.The first chapter introduces the background of the accelerated maturity system of shareholders’ capital contribution.Starting from reviewing the legislative reform of China’s corporate capital system,this paper analyzes the evolution of legislative value behind the change of capital system,points out the adverse impact of subscription system reform on the protection of corporate creditors,and puts forward the accelerated maturity system.The second chapter analyzes the application dilemma of the system.Academic circles have carried out fierce discussions around the system,forming three theories:affirmation theory,negation theory and compromise theory.In judicial practice,the judgment results of the people’s Court on this issue are not unified,and even the judgment situation of "negation of the first instance and support of the second instance" of the same case occurs.In order to unify the judgment,the Supreme Court expressed its attitude of "no support as the principle and conditional support as the exception" through the relevant meeting minutes,which still faces many difficulties in application.The third chapter demonstrates the rationality of the system.This paper proves its rationality from three aspects: the analysis of shareholders’ investment obligations and term interests,the necessity of the system and the fact that the existing system can not replace the system,and puts forward that the application of the system can build a creditor protection system with different levels and intensities.The fourth chapter puts forward the construction and improvement measures of the system.In the front end,through legislation,establish the claim right of shareholders’ capital contribution to accelerate the expiration,and put forward suggestions on the litigation structure of shareholders’ capital contribution to accelerate the expiration.In the back-end,the board of directors should set up a system to urge the shareholders who have not yet completed the term of capital contribution,and set up a new rule to accelerate the expiration of shareholders’ capital contribution outside the litigation procedure;Improve the company’s information publicity system and improve the level of creditor protection. |
PDF Full Text Request