Theoretical Justification and Practical Pathways for the Accelerated Maturity of Capital Contribution Obligations under the Time-Limited Capital Subscription System

Abstract

The newly revised Company Law establishes both the Time-limited Capital Subscription System and the accelerated maturity mechanism for shareholders’ capital contributions, which has positive significance for the development of the corporate capital system. In balancing the interests among shareholders, the company, and its creditors, the new law tends to favor the company and its creditors.This article conducts a specific analysis of the acceleration mechanism of shareholders’ capital contributions, including clarifying the realization paths of the two types of claimants, arguing that “inability to pay” should be adopted as the standard for determining when a company “cannot pay due debts,” and interpreting the statutory provisions as applying the Assets Entry Rule to ensure the equitable satisfaction of creditors’ claims. At the same time, in practice, proper coordination between the maximum subscription period system and the acceleration mechanism is necessary to give full play to their value.