导言
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,该制度被深度重塑。
一方面,该制度的相关规定不再分散于其他法律、司法解释、会议纪要等文件中,而是首次明确规定于《公司法》中。另一方面,也是更为重要的是,本次制度调整是在资本制度改革的大背景下完成的。本次公司法修订的一大亮点是资本制度的系统化改革和完善,在股东出资层面主要包括有限公司收紧为五年内限期认缴制、股份公司重回实缴制、增加股东未按期缴纳出资的催缴失权制度、新增非破产情形下股东出资加速到期制度、明确股权转让后转让人和受让人的责任等,其中任何一项制度的改变均与其他制度的变化息息相关。
本文的目的在于揭示新《公司法》资本制度系统性调整的背景下,规则之间的内在联系和互动关系,帮助读者更好地整体性理解股东出资加速到期相关新规。
一、“股东出资加速到期”的两类情形
股东出资加速到期是注册资本认缴制下,为保护公司及债权人利益而限制股东期限利益的特殊公司法制度,[1]具体指在特定情形下,出资期限未届满且未完全实缴的股东,丧失原有的出资期限利益,需要提前缴纳出资。
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Continuation or Termination
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Factual Aspect:
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Harrington v. Purdue Pharma L.P., No. 23-124
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Purpose
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