Legal Regulation On Shareholders' Violation Of Duty Of Capital Contribution

Capital contribution is the most fundamental and important obligation of shareholders. Capital contribution creates the foundation of the company's capital. It's the important factor to uphold the independence of corporate personality and the initial protection for the creditors' interests. Because of various reasons, in the establishment and operating of company, violation of contribution obligation can be seen everywhere. There are many disputes between them. Therefore, the legitimate rights and interests of the shareholders, companies, and creditors have been seriously invaded. It is necessary to regulate the shareholders who violate his obligation. The obligation of the shareholders have been improved in the new "corporate law", but it can not meet practical requirement.In view of the importance of Capital contribution, in order to build a perfect system and give a reasonable regulatory to the violators, I think it is necessary to research different performance of the violation and the legal liability with our country's "corporate law" .under the appropriate review, some advice can be put forward.This article has four chapters in all. Based on the basic theory of the Capital contribution, the text analyzed the effective fulfillment of the obligation, the performance of the violation and the legal responsibility. And finally give advice.Chapterâ… : an overview of shareholders' contribution obligation. First, analyze the characteristic and significance of the Capital contribution in order to highlight the necessity to regulate the violation. Second, explore the basis of Capital contribution system - the company's capital system. The value of the capital system determines the scope and the border of shareholder-funded system. In the process of the law-making, the choice of the capital investment forms, the regulations of investors has been infected. By comparing the three types of company's capital system, reflect the value of company's capital system, investment system and analyze the existing capital system of our country.Chapterâ…¡: Confirm Shareholders in violation of contribution obligation. First, analyze the composition of appropriate and effective discharge, including the main legitimate and true investor, legitimate form of investment, legitimate structure, timely and fully funded. Based on this, breaching of the obligation means that shareholders violate the law or regulation, not timely and fully fulfill his investment obligation. Second, analyze the specific patterns in violation of investment. Finally, make clear that contribution flight do not belong to the violation of investment obligation, the contribution flaw is one form of violation of investment obligation.Chapterâ…¢: Shareholders' civil liability for violating investment obligation. First, analyze the nature of civil liability for violating investment obligation: assume the contract-breach responsibility before company was founded, assume the contract-breach or tort responsibility after the establishment to different objects. This chapter focused on the civil liability of shareholders to other shareholders, the company and creditors for their violation. Other shareholders who don't violate his duty should bear funding responsibility for capital adequacy.Chapterâ…£: some flaw in the current corporate legislation and recommendations. Based on the analysis in Chapterâ…¢, this part summed up the inadequacy of our corporate law, including the weak status about the civil liability, imbalance about the responsibility system, single form of the civil liability and incomplete content; lack of accountability mechanism. This text put forward some suggestion on how to make reasonable regulatory to shareholders who violate investment obligations, include repairing shareholders legislative shortcomings, building a complete investment liability system, restricting the rights of shareholders in violation, stripping his right after call procedure, perfecting relief approach, delimiting the principle of attribution in violation and determining reasonable exemptions.