认缴制下股东出资加速到期问题研究

Study on Accelerated Expiration of Shareholders’ Contributions under the Subscription System

2013年《公司法》将资本制度改为认缴制,此举大大降低了公司准入门槛,也强化了股东意思自治。然而任何一项改革都需支付一定的成本,随着近几年实践中涌现出的许多诉讼,认缴制的弊端渐渐显现。由于法律未强制规定缴费期限,股东缴费期间畸长,有的甚至达百年之久,不仅损害了债权人利益,而且不利于交易的稳定和安全,这与改革的初衷背道而驰。

In 2013,the Company Law was amended to change ihe registered capital into a subscription system.This lias greatly reduced the company's entry harrier and strengthened shareholder autonomy.However,any reform needs to pay a certain cost.With the manylitigationsthat have emerged in judicial practice in recent years,the risk of the subscription system has gradually emerged.Since the law does not stipulate the payment period,the shareholders’payment period is extremely long,and some even reach a hundred years,which not only damages the creditor's interests,but also is not conducive to the stability and security of the transaction,which runs counter to the original intention of the reform.This paper intends to analyze the theoretical viewpoints and practical judgments by clarifying the origin of the problems,and try to pul forward effective measures,in order to help solve the problem of accelerating the maturity of shareholders'capital contribution.