认缴资本制下的催缴出资制度

The System of Calling Capital Contribution under the Subscribed Capital System

认缴资本制在其运行过程中出现了许多弊端,尤其是对债权人保护上,我国公司法专家学者提出构建股东出资义务加速到期制度,但是因理论上和实务态度都对该制度的正当性存疑而陷入困境。在我国建立健全催缴出资制度具有科学合理性和现实必要性,其能在维护公司自治性的前提下兼顾公司、股东与债权人三者利益。此外,在具体制度构建上我国公司法要注意区分内部催缴和外部催缴。

There are many drawbacks in the operation of subscribed capital system, especially for the pro-tection of creditors. Chinese experts and scholars of corporate law proposed to construct a system of accelerated expiration of shareholders’ capital contribution obligation, but fell into difficulties due to doubts about the legitimacy of the system in theory and practice. It has scientific rationality and practical necessity to establish and perfect the system of calling for payment in our country, which can give consideration to the interests of the company, shareholders and creditors on the premise of maintaining the autonomy of the company. In addition, the company law of our country should pay attention to the distinction between internal and external calls on the construction of specific system.