The Civil Analysis Of Legal Liability For Shareholders' Defective Capital Contribution

Capital contribution of shareholders is the fundamental way of company's capital formation, and the basis of credit for company to take responsibility. Therefore, whether shareholders contribute capital in accordance with the sponsors' agreement and the relevant laws has an important impact for other shareholders,company itself and the third party as the creditor of company.The new company law encourages shareholders to contribute in various ways, and allows investors to pay contribution in phases. But the rules for shareholders to take responsibility is not perfect. So it shall objectively aggravate the risk of shareholders'defective capital contribution.In defining the defective capital contribution, I think:it mainly is in violation of the agreement between the shareholders. In this definition, withdrawal of capital is not a form of capital defect, but the act of infringement of company's rights.According to the company law, the flaw shareholder should liable for breach of other shareholders, comply their capital contribution, and liable to creditor in their defective capital. Meanwhile, the other founder-shareholders bear joint and several liability. These provisions are principles, lack the maneuverability and appropriate procedures.Therefore, this paper make suggestions as fellows:improving the responsibility of the main people---the founder-shareholders,director,senior manager and the third party; draw up procedure---- requester and prescription of action; confirm that the transfer of stock right is virtuous. The finally part is the analysis of the expulsion of shareholders.