Research On The Improvement Of The Accelerated Maturity System Of Corporate Shareholder Contributions Under The Subscription System

2013 is undoubtedly a watershed for China’s company law.China’s capital system has been changed from a strict statutory paid-in system to a subscription system,which means that registered companies are no longer subject to the minimum capital requirement,shareholders are no longer subject to the deadline for capital contributions,and capital verification procedures have been canceled.With the launch of this reform,the enthusiasm for innovation and entrepreneurship among the public has been ignited,market vitality has been stimulated,and investment in industrial development at the social level has been promoted.At the same time,due to China’s capital market is not yet perfect,and the relevant supporting legal system is not mature enough,a series of issues have gradually surfaced.In practice,some enterprises have attempted to exploit the loophole of the subscription system,subscribing to a huge amount of registered capital while at the same time extending the investment period to an unrealistic one hundred years.This has greatly increased the risks borne by creditors in their transactions with the company,seriously deviating from the original intention of the subscription system reform.Therefore,the text will analyze and demonstrate the legal basis and feasibility of various views based on the existing provisions,theoretical achievements,and judicial practice of the accelerated maturity system of shareholder contributions.Finally,it attempts to analyze the shortcomings of the accelerated maturity system of shareholder contributions in China at the applicable level,and puts forward suggestions for improvement.This article will discuss from the following sections:In the first part,the academic community has mainly formed three major viewpoints on this issue,namely,support theory,denial theory,and compromise theory.The author lists the legal basis and foundation supporting its existence for each viewpoint.After that,this article will review the above theories one by one,especially affirming that the reasonable application of support theory is conducive to reconciling the interest relationship between creditors and shareholders.In the second part,during the operation of the capital subscription system,the judicial trial failed to achieve "one game of the whole country" on the application of the shareholder contribution obligation acceleration system,resulting in varying degrees of differences,seriously undermining judicial unity and credibility.In order to unify the yardstick of adjudication,in 2019,the Supreme Court issued the "Minutes of the National Civil and Commercial Trial Work Conference of Courts"(hereinafter referred to as the "Minutes of the Ninth People’s Conference"),which established the gist of adjudication as "negation of principles and acceleration of exceptions".However,after collecting a large number of case samples for analysis,it is clear that this issue has not yet been "hammered out",and there are different opinions in the practical field,which can be divided into two propositions: affirmative and negative.The third part focuses on the legal basis of the accelerated maturity system of shareholder contributions.Firstly,it embodies the unity of shareholders’ rights and obligations;Secondly,it is the requirement of the principle of capital maintenance;Finally,it is an important part of the company’s interest balance mechanism.Provide a theoretical basis for reference and pilot light for the subsequent discovery and solution of problems.The fourth part attempts to enumerate the problems existing in the accelerated maturity system of shareholder contributions.The specific manifestations are: there are significant differences in the invocation of laws,which fail to achieve uniform application;There are differences in the definition of "whether there is the ability to repay matured debts";If a shareholder transfers its equity before the expiration of its share capital contribution,the subject responsible is unknown;The lack of a collection system in China has led to the proliferation of the phenomenon of "recognizing but not paying";The current enterprise publicity system needs to be improved,and there are still shortcomings in the authenticity,timeliness,and completeness of information publicly disclosed to the public.In the fifth part,following the problems analyzed in the above sections,this article proposes relevant improvement paths.Firstly,clarify the applicable legal basis for accelerating the expiration of shareholders’ investment obligations;Secondly,clarify the standard of "whether it has the ability to repay matured debts",and construct a judicial identification path of "principle supporting exceptions";Third,clarify the subject responsible for the transfer of unexpired equity;Fourth,improve the shareholders’ capital contribution payment system;Fifth,protect creditors’ right to know and improve the company information disclosure system;Sixth,improve the application of the accelerated maturity system,including suggestions on the maximum investment period,the procedures for extending the investment period,and the addition of minimum clauses.