On Civil Liability Of Defective Capital Contribution Shareholders To Creditors Of The Company

The capital, not only the basic material basis of the corporation, but also the vital guarantee for creditor's realization of its rights. The funds from the shareholders are the vital pars of company capital. In China, the defective capital contribution from shareholders happens very frequently and endangers the creditors'benefits. Chinese law has the detailed rules in administrative and criminal responsibility, but just carries out the unsophisticated rules in civil liability and maneuverability is not strong. In the academic, the research on defective capital contribution's civil liability focuses on analysis of the civil liability from defective capital contribution shareholders to company and other shareholders, but not too much attention to how the defective capital contributors are responsible to creditors. As a fact, one of purpose of Corporation Law in China is to protect company creditors'rights and profits. Taking into account the study of defects in funding the civil liability of shareholders to creditors of the company has obvious theoretical and practical significance, the thesis chose the creditors'civil liability form the defective capital contributors as an objective of study. This paper is divided into four chapters with the integrated use of comparison, analysis, induction and other methods on the civil liability of defective capital contribution shareholders to creditors of the company conducted a study and research.Chapter one, An overview of defect-funded liability of shareholders. This paper conducted a general analysis of defect-funding law responsibility from the meaning and forms of defect-funding of shareholders. This thesis pointed out that China attaches great importance to the shareholders'criminal regulation of defective funded, especially in the fraudulent investment schemes in this regard and a bit weak in the regulation of civil liability. Therefore, the proposal to examine the flaws in the need for funding of civil liability of shareholders, and further analysis and discussion of the contribution of civil liability attributable to shareholders of flawed principles, forms, features and so on.Chapter two, Analysis of defects in funding the civil liability of shareholders of the company's creditors. All kinds of theories, domestic and abroad, analyses the civil liability of defect-funding shareholders to creditors. The author supports the interests of the trust. Respectively, from the sponsor agreements, company regulations and laws and regulations in three areas was the nature of the civil liability analysis, that the responsibility is a trust against the interests of creditors and claims of infringement liability. At the same time, according to civil law theory, the thesis analyses from a subjective and objective defects in the company's creditors, shareholders, and investors elements of civil liability.Chapter three, The defect contribution to the creditors of the company's civil liability of shareholders was compared with Analysis. Through Germany, France, Japan, the United States and other countries related to the system visits, this thesis provided a detailed analysis illustrate the system of foreign-related referential significance to our system.Chapter four, This chapter is the ultimate goal of this thesis. This thesis analyzed and summarized, based on the proposed funding China's current flaws in the company's creditors, shareholders, civil liability system concluding theoretical foundation, system design, solid content and procedural requirements on the shortcomings and deficiencies, also proposed further improving idea.