Studies On Joint Liability Of Capital Blemish Of Our National Company

1. Meaning and Purpose : There are three kinds of liabilities in our company law. Compared with the civil liability, the administrative liability and the criminal liability take up the main position. By analyzing the company law , the author considers some regulations are so simple that can not be operated properly in practice. For example, the shareholder will undertake the joint liability when his non-cash capital stock is so few that can not match the regulation of company procedure after the limited liability company is established. But there lies a question that the situation is applicable to the cash capital stock. Although the cash capital will be turned in when the company is establishing, lots of theses situations happen in practice. Because many shareholders offer the false registered capital, report the sham capital and take out the capital privately. From the terms of 208 and 209 of company law, they will undertake the liability. Is it equal to the joint liability? That's another question. Whereas the function of the board of directors, the joint liability of the director lies in the former situation when the company adds capital. But the company has no clear regulations. The creditor will ask for clear off ,when the company can not pay off. They have the right to ask for the shareholder who offers the false registered capital, reports the sham capital and takes out the capital privately. And what's the area ? The company has no regulation.2. Thinking and Method: Compared with the western advanced system, the author have investigation and research among the local bureau. Analyzing the dataand documents, study in a inductive and deductive way. By analyzing the logic, try to find out the potential relationship and complicate variable of the capital system of the company . In order to recognize the weakness and improvement direction, clarify the distance between the standard structure and practical structure ,3. Structure and Context: According to the sorts of capital blemish, the author sets up several steps. For example, the foundation of the company , operation of the company and ending of the company. There lies the behaviors of reporting the sham capital, offering the false registered capital and taking out the capital. So there are different liabilities among them.4. Main standpoint and opinion: Neglecting the joint liability , causes many behaviors of offering the false registered capital, reporting the sham capital and taking out the capital privately. A great number of creditors can not be compensate feasibly. That adds lots of risks to the capital operation, damages the benefit of the creditor and the society, and brings greatly bad inference to the company administration and social development. In a conclusion, the author points out that the company law should explicate the joint liability in order to consummate the company capital system. (43,800)...