股东出资加速到期制度中的债权人保护问题研究

Research on Creditor Protection in the System of Accelerated Maturity of Shareholders’ Capital Contribution

摘要: 《公司法》第五十四条确立的股东出资义务加速到期制度，主要功能在于保护债权人的合法权益。该项制度既源于资本认缴制下股东期限利益的合理限制，也借鉴民法债权人代位权理论，通过突破债权相对性实现对债权人的直接救济。这一制度在具体司法实践中也存在一些缺陷，一是“公司不能清偿到期债务”的认定标准模糊，二是资金归属路径不明确，“入库规则”与“直接受偿”的分歧削弱了对债权人的保护力度。最后通过采用“主观不能清偿”标准以降低债权人举证成本，明确公司停止支付到期债务即可触发加速到期；确立债权人直接受偿规则，依托代位权法理简化债权实现路径，兼顾效率与公平，实现公司、股东与债权人之间的利益平衡。

Abstract: The main function of the accelerated maturity system for shareholders’ capital contribution obligations established in Article 54 of the Company Law is to protect the legitimate rights and interests of creditors. This system is derived from the reasonable limitation of shareholders’ term interests under the capital contribution system, and also draws on the theory of creditor’s subrogation in civil law to achieve direct relief to creditors by breaking through the relativity of creditor’s rights. This system also has some shortcomings in specific judicial practice. Firstly, the criteria for determining that a company cannot repay its due debts are vague. Secondly, the path of fund ownership is unclear, and the divergence between the “storage rules” and “direct repayment” weakens the protection of creditors. Finally, by adopting the “subjective inability to repay” standard to reduce the burden of proof for creditors, it is clarified that the company’s cessation of payment of due can trigger accelerated maturity; Establish rules for direct repayment of creditors, simplify the path of debt realization based on the principle of subrogation, balance efficiency and fairness, and achieve a dynamic balance of interests among the company, shareholders, and creditors.