Interpretation of the System of Acceleration of Shareholders' Capital Contribution

Article 54 of the 2023 Company Law adds the acceleration of shareholders' cap-ital contribution in non-bankruptcy and non-dissolution situations, which changes the scope of application and legal effects of the acceleration of share-holders' capital contribution to solve the problems caused by the comprehensive subscription system. However, the provisions of Article 54 are highly concise and generalized, and their meanings need to be further interpreted and clarified. Under the current system of limited liability company registered capital with a time limit for subscription, shareholders enjoy term interests, but their term interests have certain boundaries, that is, the company can pay off due debts; otherwise, the company or the creditor with due claims has the right to request the acceleration of shareholders' capital contribution. The applicable condition for the acceleration of shareholders' capital contribution, "unable to pay due debts", should adopt the non-payment theory, i.e., the standard of cessation of payment. The legal consequence of the acceleration of shareholders' capital contribution shall be that the shareholder directly repays the creditor within the scope of his unpaid capital contribution.