Research Of Several Legal Issues In The Lawsuit Related To The Blemish Of Shareholders' Capital Subscription

The system of corporate juridical person has experienced almost four centuries from sprout state, developing state to mature state, and it played an important role in terms of getting social resources together efficiently, promoting social wealth. The design of the system of corporate juridical person, however, in practice its introduction and establishment in the social life of our country, has the result of law as it is isn't as good as law as it ought to be in which the highlight performance is that shareholders of mala fides misuse independent personality of corporation as well as the shareholders'limited liability. During the establishment of corporation and the management, if shareholders'contribution of capital can't accord with law or the articles of association, we can call that shareholders'capital subscription.In recent years, cases related to shareholders'capital subscription are increasing, which is reflected in the payments of subscription, delaying fulfillment, flight of capital contribution and feigned investment. But, as for the settlement of disputes above, systemic deficiency old exists in Company Law, which leads to the result that People's Courts of different levels have no laws to depend on during daily trial. With the development of market economy, such temporary transitional law cannot meet the need of the present social development. Under this situation, it's necessary to establish the new Company Law. The revise of the new Company Law has close relation with daily trial and practical performance of court, which strengthened justiciability, and perfected lawsuit system of shareholders'capital subscription.Studying the problems on shareholders'capital subscription has important theoretical and practical significance in our country. Shareholders'capital subscription means shareholders'behavior is incompletely legal or contrary to articles of association, on ways of investment and contributive punishment, without obeying law and articles of association. The author studied basic theoretical problems of shareholders'capital subscription and discussed how to protect lawful rights and interests of corporation and stakeholders efficiently, by analysis of related lawful problems on shareholders'capital subscription.The writing purpose of the thesis is to study related problems on shareholders'capital subscription comprehensively, which is divided into four parts: In the first part——Basic Theory of Shareholders'Capital Subscription, readers will know about shareholders'capital subscription primarily by the concept, substantive characteristics, analysis of responsibility and some other related problems of shareholders'capital subscription.In the second part——Dispute Settlement of Shareholders'Capital Subscription——Shareholders'Capital Subscription Lawsuit, the remedy of shareholders'capital subscription from the angle of lawsuit by analyzing the mainly form of expression of the system of corporation capital and shareholders'capital subscription is discussed, as well as the discussion of concrete lawsuit problems.In the third part——Lawsuit Modes of Shareholders'Capital Subscription, concrete choice of lawsuit modes for shareholders'capital subscription is discussed by the meaning of lawsuit mode and the analysis on position of related subject.In the last part——Thinking and Suggestion on Lawsuit System of Shareholders'Capital Subscription, the reality and necessity for perfecting lawsuit of shareholders'capital subscription of our country are argued by analyzing the present situation and insufficiency of the lawsuit of shareholders'capital subscription, and some concrete advices on how to perfect this system in our country is given.