股东出资义务加速到期的适用要件与法律效果  

The Application Requirements and Legal Effects of the Accelerated Expiry for Shareholder's Capital Contribution

作　　者：王长华[1] Wang Changhua

机构地区：[1]河南财经政法大学民商法学院

出　　处：《法商研究》2025年第2期171-186,共16页Studies in Law and Business

基　　金：最高人民法院司法案例研究课题(2023SFAL025)。

摘　　要：在注册资本认缴制下,股东虽然享有期限利益,但是该期限利益有一定的边界限制,即公司能够清偿到期债务。当公司能够清偿到期债务时,股东享有期限利益并能以此对抗公司债权人;当公司不能清偿到期债务时,股东不再享有期限利益,不能以此对抗公司债权人。公司不能清偿到期债务的认定,不以具备破产原因为要件,也不以终结当时的执行程序为必要条件;只要公司没有及时清偿到期债务,就应认定为公司不能清偿到期债务,公司债权人有权诉请股东将提前缴纳的出资用以直接清偿公司债务。法院审理案件后认为股东应当提前缴纳出资的,除非有证据证明存在公司破产等特殊情形,应判决股东在出资限额内对公司债务不能清偿的部分直接向公司债权人承担责任。Under the subscribed capital system, shareholders enjoy time-limited interests, but such interests are subject to certain boundary constraints, that is, the company can pay off its due debts. When the company is able to pay off its debts on time, shareholders enjoy the benefit of term and can use it to oppose the creditors of the company;When the company is unable to pay off its debts on time, shareholders no longer enjoy the benefit of term and cannot use it to fight against the creditors of the company. The determination of a company's inability to repay its due debts shall not be based on the bankruptcy reason or the termination of the current enforcement procedure. It shall be determined as the company's inability to repay its due debts as long as the company fails to repay its due debts in time.The company's creditors have the right to ask shareholders to use the capital contribution paid in advance to directly pay off the company's debts. After hearing the case, the court holds that the shareholders should pay the capital contribution in advance, and shall rule that the shareholders shall directly bear the liability to the creditors of the company for the part of the company's debts that cannot be paid off within the limit of capital contribution, unless there is evidence proving the existence of special situations such as the company's bankruptcy.

关 键 词：不能清偿 加速到期 入库规则 直接清偿规则 公司债权人 

分 类 号：D922.291.91[政治法律—经济法学]