On Civil Liability Of Defect Capital Contribution Production Process

The original capital of the company is composed by the valuable property or right which is invested by the shareholders. Different company capital system have different attitude toward the credit showed by company capital , and thus present different characteristic about the rules and regulations on shareholder's capital contribution . The shareholder's capital contribution should be real, prompt, legitimate, full and validity. Defect of capital contribution does not include the flight of capital contribution and non-contribution behavior. Defect of capital contribution may occurred in the establishing company or at the time after the company is established ,and can be divided currency defect contribution and material defect contribution .The responsibility person of defect contribution is compound, the person violated by defect contribution is multiplicative, and the responsibility form is variety .Defect of capital contribution violate the benefit of company and other shareholders, and thus caused corresponding legal liability. The shareholder, who breaches the obligation of contribution, should take the contract responsibility toward the company and other shareholders. The responsibility form toward company includes defect guarantee, compensation and make-up the loss. At the same time, the sponsors should take the capital substance liability to the company. Some countries corporation law even establishes the liability system of the company board directors. The shareholder who breaches the capital contribution should implement the contribution obligation continually, endure shareholder's right losing, and compensate the loss to the other shareholders according their contribution contract. The shareholders who breach the contribution obligation still can be protected by the limited liability principle. Although there are some judgment that defective shareholders should compensate the company creditors, but this is only the result of debtor's subrogation and not means the shareholder's direct liability to creditor.