The Study On The Legal Problem About Accelerating Shareholders’ Obligation Of Capital Contribution Under Non-bankruptcy State

Through the changes of the registered capital system of Chinese companies,it can be inferred that the government has been constantly relaxing the supervision of companies,repeatedly lowering the threshold for the establishment of companies and continuously expanding the autonomy of companies in order to inject vitality into the economic market,stimulate the entrepreneurial enthusiasm of investors and promote the development of economy.However,the implementation of full subscription system also brings new problems,for example,shareholders abuse the right of autonomy of capital contribution,set such a long term of capital contribution during the establishment of the company,subscribe a huge amount of capital contribution share but not pay or extend the time of capital contribution to avoid the company debt when the deadline comes.In this case,the interests of creditors of the company are seriously infringed,and the protection of the rights and interests of the company,shareholders and creditors are completely at different levels.Therefore,the academic and practical circles have aroused hot discussions regarding accelerating the period of shareholder’s contribution.The outline of this paper is as the followings: the first chapter makes it clear that the accelerated expiration discussed in this paper means that during the period of the company’s existence,if the company cannot pay off the debts due,the creditors of the company can request the shareholders to perform their obligation of capital contribution in advance to repay the company’s debts.And then,the author summarizes the provisions of accelerating shareholders’ obligation of capital contribution in bankruptcy and liquidation state in the current legal framework,and the efforts made by the Supreme People’s Court in dealing with the increasing requests for accelerated expiration in non-bankruptcy state.At the same time,some representative scholars’ viewpoints on accelerated expiration are sorted out.The second chapter takes the latest judicial judgments as the starting point,a large number of judicial documents were collected and sorted out to study this issue through empirical analysis,combined with various viewpoints of the theoretical circle and the guiding opinions on this issue in a legal file of the Supreme People’s Court in 2019.The debate on the accelerated expiration is fundamentally about how to balance the rights and interests of shareholders and creditors.The reform of corporate capital system has tilted the balance of interest protection to shareholders,and the creditors’ interests are vulnerable to be damaged.If corresponding measures are not taken to protect the interests of creditors,the original intention of "Protecting the legitimate rights and interests of companies,shareholders and creditors" cannot be realized.Therefore,the author thinks that it is good idea to set up the accelerated expiration principle to protect creditor’s interests.In the third chapter,the author discusses the issues we need to reflect on and balance during the revision of the Company Law:What is the core function of corporate capital system after all? What choices should be made in the measurement of benefits? How to fill the gaps in the system? The first section demonstrates that the obligation of shareholder’s capital contribution is not only contractual,but also legal.The legal nature of the obligation of shareholder’s capital contribution provides theoretical support for the breakthrough of shareholder’s term interests,and then criticizes several reasons that the academic circle does not support accelerated expiration,further affirms the legitimacy and rationality of accelerated expiration system.The second section discusses the significance and value of the establishment of the revised draft of Company law.The third section expounds the understanding of the new provisions of the accelerated expiration system and suggestions for revision.