认缴制下股东出资责任加速到期法律问题研究

Research on the Legal Issues of Accelerating the Maturity of Shareholders’ Capital Contribution Liability under the Subscription System

摘要: 2013年通过的《公司法修正案》取消了注册资本最低限额的限制，改实缴制为认缴制。此次修改不仅降低了设立公司门槛，还增强了公司及其股东的自治权利；激发了市场投资活力，鼓励创业，为我国公司的发展起到了积极的推动作用，促进我国市场经济的快速发展。由于认缴制下股东的出资责任主要是依据股东的内部自治来设定的，并且国家放松了公司资本方面的监管，因此，在认缴制下股东出资责任的加速到期问题也越来越突出。然而，我国现行有效的《公司法》制度框架内并没有提出解决该问题的配套制度。在实缴制度向认缴资本转变的背景下，如何平衡二者之间的利益成为公司法关注的重要问题。

Abstract: The Amendment to the Company Law passed in 2013 abolished the minimum limit on registered capital and changed the paid-in system to the subscribed system. This modification not only lowers the threshold for establishing a company, but also enhances the autonomy rights of the company and its shareholders; it has stimulated market investment vitality, encouraged entrepreneurship, and played a positive role in promoting the development of Chinese companies, promoting the rapid development of China’s market economy. Due to the fact that the shareholder’s capital contribution responsibility under the subscription system is mainly set based on the internal autonomy of shareholders, and the state has relaxed regulations on company capital, the issue of accelerating the expiration of shareholder’s capital contribution responsibility under the subscription system is becoming increasingly prominent. However, within the framework of the current effective Company Law system in China, there is no institutional support proposed to address this issue. In the context of the transition from paid-in system to subscribed capital, how to balance the interests between the two has become an important issue of concern in company law.