Shareholders' Investment Obligation under Chinese Company Law

서지정보

· 발행기관 : 전북대학교 동북아법연구소
· 수록지 정보 : 동북아법연구 / 18권 / 3호 / 1 ~ 33페이지
· 저자명 : 이양, 유녕

초록

In order to meet the actual needs of the market economy, the revised Company Law of the People's Republic of China in 2023 further improves the accelerated maturity system of shareholders' investment obligation. Prior to the revision, China's original corporate legal framework lacked relevant provisions to balance the interests of shareholders' investment term and creditors' repayment rights, which led to frequent challenges and disputes in practice. Through systematic combing and analysis of the legal texts and relevant judicial cases before and after the revision of the Company Law of the People's Republic of China, it is found that compared with the legal provisions before the revision, the current system has shown significant progress in many aspects. It has enhanced the company's solvency to a certain extent and enabled the company to effectively deploy resources in the face of financial difficulties. Thus, the rights and interests of creditors of the company are better protected. The new system design provides more clear and effective protection path for creditors through a series of clear and operable provisions. However, it is worth noting that although the new system design has been perfected in theory, it still faces many challenges and uncertainties in the actual operation process. To this end, it is suggested that the specific application of the Capital Market Structure Restructuring is as follows: Firstly, in order to reduce the risk and reduce the burden of proof of creditors, the judgment standard of “the company cannot pay off the due debts” should be determined as the company's refusal or idleness in performing the effective legal documents;Secondly, the company and the creditors of the company, as different subjects of claim rights, should advocate to all eligible shareholders to accelerate the maturity within the scope of their claims. Finally, the disposal rules of the capital contribution paid in advance should be determined according to different claimants. It is suggested to adopt the “warehousing” rule when the company is the claimant, and the “individual settlement” rule when the company's creditor is the claimant. In order to achieve the harmonious unity of legal effect and social development, give play to the rational advantages of China's corporate capital system and promote the benign development of China's market economy.

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