股东出资加速到期规则的适用问题研究

Research on the Application of Rules Regarding Acceleration of Shareholders’ Capital Contributions

摘要: 2023年新《公司法》第54条确立了非破产情形下“常态化”股东出资加速到期规则，引发其与破产加速到期、《九民纪要》两种例外非破产加速到期的关系探讨。该规则立法目的是平衡股东期限利益与债权人利益，矫正资本认缴制弊端，法理基础为公司法人格否认理论与诚实信用原则。其适用需满足主体、客观条件及程序要求，主体包括公司和债权人，客观上需公司不能清偿到期债务，程序无需诉讼或仲裁及执行不能前置。

Abstract: Article 54 of the new Company Law enacted in 2023 establishes a “regularized” rule for the acceleration of shareholders’ capital contributions in non-bankruptcy scenarios, sparking discussions on its relationship with acceleration of contributions in bankruptcy and the two exceptional non-bankruptcy acceleration scenarios outlined in the Minutes of the Ninth National Conference on Civil and Commercial Trials. The legislative intent of this rule is to balance the interests of shareholders in enjoying the period of capital contribution with the interests of creditors, and to address the shortcomings of the subscribed capital system. Its legal basis lies in the theory of disregarding corporate personality and the principle of good faith. The application of this rule requires meeting subjective, objective, and procedural conditions. The subjects involved include the company and its creditors, while the objective condition requires the company’s inability to repay its due debts. Procedurally, there is no prerequisite for litigation, arbitration, or unsuccessful enforcement.