增资股东对债权人补充赔偿责任的理论构造

Theoretical Construction of Supplementary Liability of Shareholders Who Increased the Capital of Company to Creditors

摘要: 在我国公司资本认缴制下，股东与债权人间利益失衡，为保护债权人的利益，应对增资股东的补充赔偿责任体系进行完善。增资股东出资期限届满，根据债权代位权以及债权平等原则，其应对增资前产生的公司债务之债权人承担补充赔偿责任。增资股东出资期限未届满时，债权人可通过请求增资股东出资加速到期进而承担补充赔偿责任。当前实务中股东出资加速到期的一条重要路径脱胎于破产法原理，公司法上的股东出资加速到期适用条件应当与破产法有所区分。

Abstract: Under the capital subscription system of Chinese companies, there is an imbalance between the interests of share-holders and creditors, and in order to protect the interests of creditors, the supplementary liability system for shareholders who increase their capital should be improved. Upon the expiration of the capital contribution period, the shareholder shall be liable for supplementary compensation to the creditors of the company’s debts arising before the capital increase in accordance with the principle of subrogation of creditor’s rights and equality of creditor’s rights. When the period of capital contribution by the shareholder of the capital increase has not expired, the creditor may request the capital contribution of the shareholder to accelerate the expiration and thus bear the supplementary liability for compensation. In current practice, an important path for the accelerated maturity of shareholders’ capital contributions is derived from the principles of the bankruptcy law, and the applicable conditions for the accelerated maturity of shareholders’ capital contributions in the company law should be different from those of the bankruptcy law.