当前位置: 首页 >> 正文

WU Dongxing:The Legal Dogmatic Structure of the Validity of the Agreement on the Term of Shareholders’ Capital Contribution

发布者:学报编辑部 [发表时间]:2021-05-15 [来源]:济南大学学报(社会科学版)编辑部 [浏览次数]:

     The reform of capital subscription in the corporate law has led to practical disputes centering on the interests of shareholders’ contribution term. Around the issue of the validity structure of the agreement on the term of shareholders' contribution, the practical and theoretical circles have confronted on the general view. The general theory of strengthening the internal and external validity of the agreement on the term of capital contribution will not only bring about the disadvantages of inadequate protection of creditors' interests, but also seriously limit corporate operation and management ability; the general theory of denying the external validity of the agreement on the term of capital contribution will bring back inherent defects of capital credit, which is against the purpose of the reform of capital subscription. At the level of legal dogmatics, guided by the rules of legal interpretation and the rules of law renewal, and taking the credit of the corporate's assets as the fulcrum, the internal and external validity structure of the agreement on term of capital contribution should be recognized, but corresponding authority of the board of directors should be given to realize the double effective protection of the interests in corporate operation and management and the interests of creditors.


【原文链接】吴冬兴:《论“股东出资期限约定”效力的法教义学构造》发表于《济南大学学报》(社会科学版)2021年第3期