公司资本制视角下股东加速出资中“不能清偿到期债务”的制度研究

A Study of the “Inability to Pay Debts When Due” Rule in Shareholders’ Accelerated Capital Contributions from the Perspective of the Corporate Capital System

摘要: 在市场经济的大背景下，公司是其重要的组成主体之一，一个公司从其设立到注销都有相应的流程与规范，公司的发展与稳定与《中华人民共和国公司法》的发展紧密相关。在2023年新修订的《公司法》当中首次规定了“不能清偿到期债务”时，公司、债权人与其他利害关系人可要求未届出资期限的股东提前缴纳出资，而这项股东出资加速到期制度也成为了新《公司法》的一个亮点。新《公司法》修订后，将股东的注册资本实缴制修改为资本认缴制，这就会导致在股东实缴出资完毕前公司就陷入债权债务的纠纷当中以至于公司财产无法清偿公司所欠下的债务。在此情形下可能会产生两种情况，一是公司不能清偿债务导致股东出资加速到期，二是即使股东实缴资本到位后仍然资不抵债导致公司转而申请破产。那么在《公司法》当中，公司如果不能清偿到期债务导致的股东出资加速到期等问题将直接关系到股东与债权人之间的利益平衡，传统《公司法》当中股东在出资期限内享有期限利益，而新《公司法》修订后股东在特定条件下不再享有此期限利益，那么对于特定条件当中的“不能清偿到期债务”到底应该怎样适用，“不能清偿到期债务”的标准是什么以及有哪些债务可以清偿，哪些债务不可以清偿，本文将从多维度探索“不能清偿到期债务”与股东加速出资以及《中华人民共和国企业破产法》当中的资不抵债的关系，将《公司法》当中的“不能清偿债务”以动态视角的方式呈现出来。

Abstract: Against the backdrop of the market economy, companies constitute one of its important market participants. A company is subject to corresponding procedures and regulatory requirements throughout its entire life cycle, from incorporation to deregistration, and its development and stability are closely associated with the evolution of the Company Law of the People’s Republic of China. The 2023 revision of the Company Law provides for the first time that, where a company is unable to pay its debts due and payable, the company, its creditors, and other interested parties may require shareholders whose contribution periods have not yet expired to make their capital contributions in advance. This system of accelerated maturity of shareholders’ capital contributions has thus become one of the highlights of the revised Company Law. Following the revision of the Company Law, the paid-in registered capital system was changed to a subscribed capital system. This may result in a company becoming involved in creditor-debtor disputes before its shareholders have fully paid their subscribed capital contributions, such that the company’s assets are insufficient to repay its outstanding debts. Under such circumstances, two situations may arise: first, the company’s inability to repay its debts may trigger the accelerated maturity of shareholders’ capital contributions; second, even after the shareholders have fully paid their capital contributions, the company may remain balance-sheet insolvent and consequently apply for bankruptcy. Accordingly, issues concerning the accelerated maturity of shareholders’ capital contributions resulting from a company’s inability to pay debts due and payable under the Company Law directly affect the balance of interests between shareholders and creditors. Under the traditional Company Law, shareholders enjoyed the benefit of the agreed contribution period. However, following the revision of the Company Law, shareholders no longer enjoy such benefit under certain conditions. Therefore, questions arise as to how the condition of “inability to pay debts due and payable” should be applied, what standards should be used to determine such inability, and which debts may or may not be repaid. From a multidimensional perspective, this article explores the relationship between a company’s inability to pay debts due and payable, the accelerated maturity of shareholders’ capital contributions, and balance-sheet insolvency under the Enterprise Bankruptcy Law of the People’s Republic of China, thereby presenting the concept of a company’s inability to pay debts under the Company Law from a dynamic perspective.