An Empirical Study On The Accelerated Maturity System Of Shareholders’ Capital Contribution Obligations Under Non-bankruptcy Situations

The 2013 Amendment to the Company Law made major adjustments to the company’s capital system,removing the restriction on the time limit for shareholders’ capital contribution.Although this reform has greatly improved the efficiency of company establishment,it has also led to the problem of shareholders’ abuse of the capital contribution period.In practice,it is common for shareholders to evade their capital contribution obligations and damage the interests of the company or creditors by agreeing on an excessively long term of capital contribution or maliciously extending the term of capital contribution.In order to balance and protect the interests of shareholders,companies and creditors,it is necessary to give the company or creditors the right to request shareholders to fulfill their capital contribution obligations before the deadline for capital contribution under non-bankruptcy situations,that is,the accelerated expiration system of capital contribution obligations.The "Minutes of the National Court Civil and Commercial Trial Work Conference" issued by the Supreme Court in 2019 provided the basic basis for this.The 2021 Company Law Amendment Draft for Comment also introduces an accelerated expiration system in Article 48.However,the overall observation shows that the accelerated maturity conditions set by the two are not substantially different from the bankruptcy conditions in the bankruptcy law.Therefore,it is still of great significance to study whether shareholders’ capital contribution obligations can be accelerated to expire under non-bankruptcy situations.Based on the empirical analysis,this thesis argues that the application of the system of accelerated expiration of shareholders’ capital contribution obligations in non-insolvency situations is reasonable,although it should be restricted,but this restriction cannot be substantially equivalent to the conditions of insolvency.Based on this,this thesis analyzes the issues related to the application of this system in practice,which mainly includes the following four parts.The first part mainly analyzes the basic connotation of the accelerated expiration of shareholders’ capital contribution obligations in non-insolvency situations,the doctrinal controversy and the justification of the application of the system.Firstly,the basic connotation of accelerated expiration in non-bankruptcy is clarified,that is,when the company is operating normally,the company or the creditor requests the shareholders who have not yet reached the expiration date to fulfill their capital contribution obligations in advance.Then,the controversial views of academia are sorted out on this basis,and the justification of the application of the system in judicial practice is analyzed based on the compromise theory.The second part conducts an empirical analysis by examining the data of the sample selected from the adjudication website.Firstly,it summarizes the current judicial situation of accelerated maturity of shareholders’ contributions in non-bankruptcy situations.Secondly,based on the results of the analysis,it is concluded that in practice,the courts are divided in their decisions regarding the accelerated maturity of shareholders’ contributions requested by creditors or companies during the normal life of the company,and only a few judges have supported the accelerated maturity of shareholders’ contributions in non-bankruptcy situations.Finally,this thesis analyzes the controversial points in the application of the system based on the different decisions.The third part analyzes the problems existing in the non-bankruptcy accelerated maturity system by combining the empirical results of the second part.First of all,the system has deficiencies in legislation,and the application of the non-bankruptcy accelerated expiration system by expanding the interpretation of judicial interpretations is not the best way to solve this problem.Secondly,there are also problems in the application of the "Minutes of the National Court Civil and Commercial Trial Work Conference".The application conditions of the existing rules for non-bankruptcy acceleration are not clear,and there are no provisions on the applicable subjects,non-bankruptcy situations and whether shareholders have malicious intentions.Finally,there are also problems with the relevant supporting measures of the system,such as untimely information disclosure,unclear scope of disclosure,and inconvenient access to information in the information disclosure system.The fourth part makes recommendations to address the issues raised in the third part.Firstly,the system should be constructed in legislation.Secondly,the conditions of application of the system should be clarified,the subjects of application of the system should be clarified,the specific circumstances of non-bankruptcy should be defined,and the existence of malicious use of the capital contribution period by shareholders should be included in the conditions of application.Finally,the supporting information disclosure system should be improved,the timeliness of information disclosure should be enhanced,the scope of information disclosure should be reasonably defined,and the accessibility of information should be improved.