Study On Recognition And Its Related Issues Of False Investment

The shareholder investment is the premise which and the existence material base the company is founded. However, home, regardless of legislates in the fundamental research in the practice, may use in thing or the right the investment suitable standard regarding the law of corporation, the payment essential procedure and so on does not have the unification, the explicit understanding and the stipulation, from this affects to the false investment concept understanding confusion, recognizes the big difference to the false investment behavior. In view of the fact that according to the related concept which recognized is not explicit, and the payment investment process lacks the procedural nature to stipulate, in the practice initiates between repeatedly the shareholder about the investment dispute, further creates the company or the major stockholder snatches away the medium and small shareholder rights and interests phenomenon universal occurrence using the superiority status, is also one of medium and small shareholder rights and interests unbalanced roots. In the article take a real false investment dispute case as the angle of view, draws out the focal point which all quarters argued to lie in what to invest falsely? How the payment investment's procedure and does the false investment's legal liability and so on know the aspect, but solves these problems to be clear about the basis deficient in the present legal stratification plane, theoretically various also does not have the unification the understanding. Therefore the article first attempts to concepts and so on investment, false investment to carry on the historical tracing, the semantic analysis, pointed out that the current law about the false investment stipulation too principle, how main does lie in insufficient to the investment connotation extension as well as recognized effective "the payment" does not have the explicit stipulation, and with pulls out runs away the investment, the false report registered capital and so on related slight defect investment concept comparison difference to clean up in the law of corporation the false investment meaning, proposed that according to three primary standards which recognized, achieves the unification scientific theory understanding and the practice determination criterion goal. Next, to the case according to recognized that the common so-called false investment behavior carries on for in the false investment's decision reason and the practice enumerates, the discrimination, mainly has not paid the value investment, the loan investment, to invest, the mortgage guarantee investment with other people belongings, the appraisal slight defect, the stockholder's rights creditor's rights investment and so on; Payment's of according to the people commercial law legal nature, the good intentions obtain, the real right change burden behavior and the punishment behavior, hold the effectiveness and so on elementary theory, unifies each behavior the concrete situation, difference regarding, analyzes one by one, pointed out that these common false investment behavior recognizes correctly or not, and draws the conclusion to think that the commercial law should make as the special law is different with the common law real right change and the right change stipulation, by is more advantageous to the stable transaction order and the security, protects the shareholder, the creditor and the benefit connection side benefit. Then, to recognized the false investment behavior causes in the shareholder civil liability the present existence's several dispute hot topic carries on the discussion, mainly has the false investment shareholder qualifications whether to receive affects, to lose whether certainly power, whether the shareholder meeting is authorized to make removes a name, the company creditors under what situation may exercise straight rope power and so on. Finally, author puts forward three proposals:Perfect law of corporation investment procedural stipulation; Perfect credit system; Strengthens the law of corporation explanation study research.