The Civil Responsibility Resulted In The Flaw Contribution Of The Limited Liability Company

The flaw contribution is that although there are specific contributing obligations produced by the Company Act, contribute agreement, the articles of association of company. The contributive of the promoter is against the provision. The flaw contribution includes the explicit nonfulfilment, fraud performing and appropriate investment. For one side, investing is the basic responsibility. As the flaw investment infringe the law of company, the flaw contributing shareholder should take the responsibly mandatorily. For the other side, investment is not the consideration of shareholder identity. The rights of transferring the investment to the another should not be forbidden. All above lead to the range of the responsible body is wider than before. There are lots of lawsuits in relation to the flaw contributing and there are different judgment produced by various courts. As to the responsibility of the flaw contributing, there are more public liability than the civil liability in the Company Law of the Peoples Republic of China reformulated in 2005. The inconformity of various courts is unsolved. By the third sorts of regulation about the Company Law of ht Peoples Republic of China, there are all-around regulations about the flaw investment and the civil rights system of the flaw investing is done.The current civil responsibility system can be divided into three parts:the flaw investor's liability, capital full responsibility to the company, civil rights for the creditors'interest protection. The third sorts of regulations for the company law repair the blank of the flaw contributing liability of the company law. It can keep the flaw invest within limits to some degree. It also can facility the suit of the company law to the court. Yet there are also many puzzle unsolved including:To the regime designing, the lawmakers pay attention to the statical relationship ignoring that the guilty body may be changed by the transferring of the flaw investments; The current civil liability system of full capital is completely coincide with the civil liability system of loaner protecting. The current regulations are so rough that there are also some problems can not be solved such as kind of liability, the taker of responsibility, the contents of duty. There are not disparate sets between Limited Liability Company and Company Limited By Share.The writer introduces the paper by two cases in which there may be some questions unsolved using the current regulations and sums up the current research achievement. Using four part to elaborate primary questions on the flaw contributions. The first the writer defines relevant concepts afresh and systems and recitals the liability in kinds of company regulations. The second part is about the liability of the flaw investor. It includes the flaw investor should take the responsibility of supplement investments to the company and how to compensate the company for the harm to company's capital and company's regime and the flaw investor's liability to the company's loaner doesn't perish until full it. In the third part, writer focus on the liability of the recipient. Why the recipients of the flaw contribution should take responsibility to the loaner and in which condition the receiver of the flaw investment have to compensate to the obligee of the company are the main part of relationship between the receiver and the loaner. Because of receiver have duty to the loaner,so how to relieve the receiver rights is more important, so writer focus on analysing the relationship based on the stock transferring contact, including,if the receiver can back out the contact and how protect himself. The main content of the forth is the system of the capital full responsibility and the system of protecting loaner. By the redesign the system of civil liability, writer try breaking current coinciding responsibility for the flaw contribution civil liability. Refer to the capability of finding the flaw condition, company is different with the loaner. So the law should persist rigorous blaming way to relies the full capital interiorly and pursuit the all shareholder checked in office to take responsibility to the loaner no mater they know it or not.In this paper, the writer divide the current liability of the flaw contribution into three:the liability of the flaw investor's liability, the duty in full the capital of company to those body who have fault in the flawing, the responsibility to protect the loaner of the registered shareholder. By this redesignment,the venom shareholders deserve the punishment from law; the property of company can be protected; the shareholders and the director pay more attention to supervising; the interest of the loaner protections are more effective; the court's efficiency and quality can be promoted.