Author(s)

Yichen Shao ¹

Affiliation(s)

¹ China University of Labor Relations, Beijing, China

Corresponding Author

Yichen Shao

ABSTRACT

Article 54 of the Company Law of the People's Republic of China (Revised 2023) establishes a general rule for the accelerated maturity of shareholder capital contribution obligations outside insolvency proceedings. However, it leaves unresolved a central issue: whether the shareholder must contribute first to the company, with the company thereafter satisfying creditors' claims, or whether the shareholder may pay creditors directly. This is a contest between the pooling rule and the direct payment rule. In practice, courts have generally adopted a direct payment model; yet such an approach plainly exceeds the bounds of textual interpretation. Drawing upon Liang Shangshang's theory of interest balancing, this article conducts a comparative analysis of the two rules across four dimensions. In the tripartite relationship among shareholders, the company, and creditors, creditors' interests should prevail over shareholders' time-limited expectancy interests, but without hollowing out the independent legal personality of the corporate entity. Among creditors themselves, the direct payment rule is prone to triggering a race for priority in enforcement and undermining the fairness of collective debt satisfaction. This article argues that Article 54 should be interpreted as adopting the pooling model as the default rule, with direct payment available only as an exception subject to strict judicial restraint. To balance efficiency and fairness in debt satisfaction, corresponding ancillary mechanisms should also be established.

KEYWORDS

Accelerated maturity regime; Non-insolvency context; Creditor protection; Pooling rule; Direct payment rule

CITE THIS PAPER

Yichen Shao. A Study on the Object of Performance of Shareholders' Capital Contribution Obligations under the Accelerated Maturity Regime: An Interest-Balancing Approach. Science of Law Journal (2026). Vol. 5, No. 2, 80-89. DOI: http://dx.doi.org/DOI: 10.23977/law.2026.050212.

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