On The System Of Shareholders Paid-in Investment By Stages Of Limited Responsibility Company

System of shareholders paid-in investment is an important part of corporation capital system, corporation capital comes from shareholders paid-in investment, paid-in investment of all shareholders is total corporation capital. Since corporation has strict capital system, it is certain that there is some investment system which is homologous with it. It is impossible to found real corporation capital system with no strict shareholders paid-in investment system. The present company law has progressed significant modification for corporation capital system: corporation capital system is modified from primary one-off paid-in investment to paid-in investment by stages, this is an important reform for corporation capital system. though paid-in investment by stages is good for setting up corporation,preventing leaving unused capital and enhancing utilization efficiency of capital, it also brings quite a few problems at the same time.Based on investigation about basic theory of shareholders paid-in investment system by stages of the limited responsibility company, this thesis attempts to mainly analyze some necessary systems for carrying out it, what rights shareholders of performing investment obligation deficiently should own,some controversial problems of transfer of shares and law responsibility when shareholders don't perform investment duty and so on. During the paid-in investment system by stages of the limited responsibility company is running, we expect to attain some effective projects to deal with the complicated law relations.There are four chapters in the whole thesis except the preface and epilogue, chapter one is"summary of shareholders paid-in investment system by stages", chapter two is"shareholders right of inadequate paid-in investment shareholders", chapter three is"calling up of investment", chapter four is"shareholders legal responsibility of no paid-in subsequent investment duty".Chapter one is"summary of paid-in investment system by stages": this chapter starts with the concept and connotation of shareholders paid-in investment system by stages, analyses the important effect of paid-in investment system by stages in the economic life, and expounds the particularity of paid-in investment system by stages of the limited responsibility company by contrasting with the strict legal capital system and authorized capital system, and defines the concept, the law features and the functions of paid-in investment system by stages of limited liability company in order to accelerate the form of modern corporation systems. This is good for protecting business safety and healthy development of corporation, even more according with factual development level of our country productivity .Chapter two is"shareholders right of inadequate paid-in investment shareholders": firstly, this chapter starts with relation between shareholders investment and shareholders right, analyze shareholders right of no performing investment duty and discuss if it should be confined, through discussion, author thinks exertion of shareholder right should be confined at a certain extent though the title of shareholder doesn't be influenced. Its gist is the theory of original acquisitive manner of shareholder right and the principle that right is accordant with duty in civil and commercial law. Secondly, I emphasize how to confine right exertion of no paid-in investment shareholder ,this is a controversial problem in practice, finally I will do some research about how to renew shareholders right exertion of shareholders that don't pay in investment adequately in time. In my opinion, we should protect benefit of the shareholder here. On the basis of analyzing the system of share transfer system of the limited responsibility company, this thesis evaluates and considers the present shares transfer system of our country, which based on seeing about the run status of share transfer system and combines the correlative rules of the present company law, and which bring forward advice to consummate share transfer system of limited responsibility company.Chapter three is"calling up of investment": this chapter purpose to answer three questions, decision-maker of paid-in investment time, subject of right of calling up and manners of calling up of investment.: For decision-maker of render investment time, I think there are different system designs: the first is stipulation in corporation constitution; the second is shareholders consult with each other to decide; the third is corporation decides it. For subject of right of calling up, I think we may give chairman of the board, executive director or manager best. When corporation don't officiate it, shareholders can own subrogation lawsuit right. For manners of calling up of investment, we can permit shareholders to consult to decide it in advance, and at the same time we can give corporation flexible alterative right to suit diversified business opportunity.Chapter four is"shareholders legal responsibility of no paid-in subsequent investment duty". Author introduces some representative forms of violating duty and analyzes connection between them, on the theoretical base of shareholders legal responsibility, and put forward the concrete legal responsibility and who should take responsibility. Shareholders must be bear what kinds of responsibility when they violate the duty for contribution. The regulation of"corporation act"about responsibility is simple and only some principle; there are few rules on it, which can satisfy the need of practical complex economic life. And responsibility is mostly of criminal or administration, which is against the nature of"corporation act". Author put forward some suggestion of perfecting legal responsibility system of shareholders property investing,like establishing a complete investment system,set up a complete relieving system. Author look forward to induce the scholars'mind on this problem, that's the final object of this thesis.At the end of this chapter, author discusses shareholder's enriching capital duty. Because some corporation's builders (shareholders) violate paid-in investment duty and have other reasons, so that other corporation's builders must bear the joint paying duty. The chapter accounts for the main contents of shareholder's enriching capital liability, the basis and the character. The chapter also discusses that the lack of corporation's capital must be undertook the joint damage compensation liability by fault boards, supervisors, and high level managers, not by other shareholders, when shareholders draw their capital.