A Study On The Civil Obligation Of Shareholders Withdrawing Capital Contributions From Limited Liability Company

At present, the phenomenon of withdrawing capital contributions from company by shareholders is serious. This action is doing harm to company, other shareholders, and creditors. Company Law only stipulates the administrative and criminal liability of the withdrawing shareholder, not stipulating the civil liability of the withdrawing shareholder. The administrative and criminal liability is the liability which withdrawing shareholder assume in the sense to country. The loss of company, other shareholders and creditors is not compensated because of that liability to country. Consequently, the civil liability of the withdrawing shareholder to company, other shareholders and creditors, is the most important question to study in this paper.Withdrawing shareholders shall assume torts liability to company. Company may claim return of the withdrawn capital contribution, and compensation loss. If company is inactive to bring litigation, other shareholders may bring a derivative suit. In order to urge other shareholders bring derivative suit against withdrawing shareholders, the derivative suit should be non-property suit, and the cost of lawyer fees, traffic fees, and so on, shall be assumed by company in the reasonable extent.In general, creditor may claim the withdrawing shareholders to bear civil liability in the amount of withdrawn capital contribution and its interest. In special circumstance which the withdrawing shareholders have done serious harm to creditor, creditor may claim the withdrawing shareholders liable for joint and several liability for company debts.