论股东认缴出资加速到期责任

On the Responsibility of Shareholders'Subscribed Contribution to Accelerate Expiration

公司债权人在非破产程序中能否就公司不能清偿部分向认缴出资未届期股东主张认缴出资加速到期,现存立法中对此缺乏统一规定。加速到期制度的适用并未突破股东应承担的有限责任,且适用现有的其他法律制度难以成为该制度的代替路径。最高人民法院民二庭最新公布的《全国法院民商事审判工作会议纪要》中支持加速到期情形虽有所突破,但其适用范围过窄且存在瑕疵,不足以彻底解决司法实践中存在的问题。股东认缴出资加速到期制度的构造应明确具体适用条件及其法律。

There is no uniform stipulation in the existing legislation on whether creditors of a company can ask the shareholders whose subscribed investment period has not expired to assume the liability for the supplementary compensation of the unliquidated debts to the company.The creditor's demand of accelerated expiration of shareholders'subscribe capital is not beyond the limitation of liability for the shareholders.And the application of other existing legal systems is not enough to become a substitute for the accelerated maturity system of shareholders'subscription.The latest Minutes of Meeting issued by the Second Civil Trial Division of the Supreme People's Court had a breakthrough in the application of accelerated maturity of shareholders'subscribed capital.However,that application is limited in range and imperfect for legislation,which is not enough to solve the problems in judicial practice completely.The establishment of accelerated maturity system of shareholders'subscribed capital contribution should be clarified with specific applicable conditions and laws.