论股东出资加速到期制度的适用及完善

Application and Improvement of the Accelerated Maturity System for Shareholder’s Capital Contribution

摘要: 资本认缴制下，现行《公司法》第54条确立的非破产加速到期制度虽有突破，但作为债权人实现债权的途径之一，该制度尚未完全发挥作用。在具体适用中，应依据破产与非破产加速到期制度的差异，按具体时间点划分“不能清偿”的适用标准，并通过建立关联制度和配套诉讼执行机制解决实践难题，构建债权人保护双层体系，即实体层面强化董事的催缴义务和信息披露制度，程序层面根据不同请求权主体协调直接清偿与入库规则。

Abstract: Under the capital subscription system, although Article 54 of the current Company Law represents a breakthrough in establishing a non-bankruptcy accelerated maturity mechanism, this system has yet to fully realize its potential as a means for creditors to enforce their claims. In its concrete application, the applicable standards for “inability to repay” should be differentiated based on specific timelines, taking into account the distinctions between bankruptcy and non-bankruptcy accelerated maturity regimes. Furthermore, practical challenges should be addressed by establishing supporting mechanisms and corresponding litigation and enforcement procedures, thereby constructing a dual-layer system for creditor protection. This involves, at the substantive level, strengthening directors’ obligations to call capital contributions and enhancing information disclosure mechanisms, and at the procedural level, coordinating direct repayment and the contribution-in-kind rule according to different types of claimants.