The Slight Defect Investment And Civil Liability Of Shareholders

The slight defect investment of the limited corporation refers to that the shareholder acts against the investment duty non-fundamentally, which doesn't conform to the charter during the course of fulfilling the investment duty. The deep foundation of the slight defect investment is the investment system and the investment duty. The value subjects of the investment system include shareholders, creditors and legislators. Shareholders need efficiency; creditors need safety, while legislators need the displaying of the limited liability function, anti-abusing of the limited liability, the convenient setting up of the company and the guarantees of the company to be stable. The capital can't provide safety for the creditors, so the investment system must be suitable to efficiency and promote the capital formation and consolidate the foundation of company independent. The investment duty is the one that the shareholder undertakes legally, not by agreement. The investment duty takes the establishment of the company and the obtainment of the shareholder qualification as a premise. The investment system adapted efficiency needs to give the shareholder enough space for investment self-governing. The form of the shareholder investment autonomy is charter, which doesn't establish investment duty, and is only the concretization of the legal investment duty that has the effect in the Corporation Law and the Contract Law. The slight defect investment violating the charter includes investment ill when, investment ill volume, investment incomplete and investment ill standard. It violates the benefits of the company and other shareholders and it must undertake the corresponding civil liability. The civil liability of the slight defect investment includes the tort liability to company and the contract-violation liability to the other shareholders. The foundation of the tort liability is the violating of the investment duty and the foundation of the contract-violation liability is the violating of the contract duty. The way of undertaking the tort liability mainly includes fulfilling the investment duty according to the charter, paying and submitting difference and compensating loss. The company cannot waive the shareholder to fulfill the investment duty and to pay and submit the difference. The way to undertake the contract-violation liability cannot be same as the content of the investment duty. The company and other shareholders can investigate the tort liability and contract-violation liability of the slight defect investment shareholders simultaneously and separately. The slight defect investment shareholders still receive the limited liability protection, not directly undertake the liability to the creditor.