股东出资加速到期，是与注册资本认缴制紧密关联、对股东的法定出资期限利益进行限制与收回的“反向”制度。本次公司法修订中重新定义该制度。
The acceleration of shareholder capital contribution is a "reverse" system that is closely related to the registered subscription system and limits and recovers shareholders' legal capital contribution period benefits. In this revision of the Company Law, this system has been deeply explored.
In this regard, the relevant provisions of this system are no longer scattered in other laws, judicial interpretations, meeting minutes and other documents, but are clearly stipulated in the Company Law for the first time. The accelerated expiration of shareholder capital contribution is a special company law system under the registered capital subscription system that limits the shareholders' period interests in order to protect the interests of the company and creditors. Specifically, it refers to that under certain circumstances, shareholders whose capital contribution period has not expired and has not fully paid up will lose their capital. Benefits from the original investment period need to be paid in advance. There are two major types of situations where shareholders' capital contributions will mature at an accelerated rate.
1. Bankruptcy situation
The counterparty to the shareholder's capital contribution obligation is the company, so the capital contribution period stipulated in the articles of association cannot exceed the company's existence period. When a company faces bankruptcy or dissolution, it will need to liquidate its claims and debts, and the company may even cease to exist (except for reorganization and reconciliation). At this time, the so-called benefits of the capital contribution period have lost their foundation.
2. Non-bankruptcy situations
Shareholders' capital contribution obligations are only suspended, not permanently exempted. When there are major changes in the company's operations and it is unable to pay off due debts, the company and creditors can require the company's shareholders to pay capital contributions in advance to pay off the company's debts. This is a shareholder who is not in bankruptcy. Capital contributions expire at an accelerated rate. In other words, different from the logic in bankruptcy situations mentioned above, accelerated maturity in non-bankruptcy situations is precisely to prevent the company from entering bankruptcy and to maintain the company's continued operations.
