Liabilities Based On Defective Contribution In Limited Liability Company

New company law sets lower thresholds in conditions for incorporation, forms of contribution and payment of the contribution assets. The new capital system doubtless meets the needs of the practice and the development of market economy in our country; however, we must reconsider how to guarantee the authenticity and integrality of the contribution assets of the shareholders in the new capital system.The company law of our country provides regulations of the contribution assets form and the liabilities based on the defective contribution. But the regulations are very simple on the whole, which not only fails to define the actions of the defective contribution but fails to build the system of the liabilities based on the defective contribution. Therefore, it is necessary to research how to build a system of liabilities based on the defective contribution.The thesis has made a systematic research on the liabilities based on defective contribution in the limited liability company from four aspects which are system circumstance, obligation of contribution, the theoretical foundation and the system of liabilities based on the defective contribution.Part one: Liabilities Based on Defective Contribution under the legal capital system. This part begins with the analysis of the legal capital system and its realizing mechanism and concluded that it's necessary to retain the legal capital system. There are two means to adjust the contribution in our country. The one is regulation in advance which consists of verification of the contribution and examination of the business bureau, the other is regulation after the event, in other words, civil liability system of the relevant parties. Regulation in advance can not offer actual effect but brings on considerable institutional costs. Therefore, we must adjust our thought and attach importance to regulation of the contribution after the event, in other words, civil liability system of the relevant parties.Part two: The precondition of the liability——obligation of contribution. This part analyzed nature of obligation of contribution and educed its contract nature. Then this part illustrated details of obligation of contribution from three aspects which are forms of contribution, fulfillment of contribution and evaluation and verification of the contribution assets. At last, this part made a binary sort of defective contribution: non-fulfillment of contribution and improperly fulfillment of contribution. This part also discussed the standard of the defective contribution.Part three: the theoretical foundation of liabilities based on the defective contribution. First this part offers a perspective to understand the liabilities based on the defective contribution by discuss the essence of the company and company law. Then this part analyzed action of contribution and educed its essence of contract action. At last, theoretic backup of shareholders' liabilities to the creditors of company is discussed in two aspects of subrogation theory and lifting the veil theory.Part four: building the system of liabilities based on the defective contribution. This part has built the system of liabilities based on the defective contribution, including liability of contributor who breach the obligation of contribution to the contributor who has made fulfillment of contribution, liability of contributors to the company and liability of contributor to the creditors of company. In addition, this part discussed two practical problems one of which is the liability after the defective shares are transferred, the other of which is the relationship of liability based on defective contribution and limitation of action.