Research On The Transfer Of Defective Capital Contribution

The capital contribution of shareholders is an important issue in the corporation law, and is significant to all shareholders, the corporation and creditors. To shareholders, on one side, the capital contribution is the material function for them to bear the limited responsibility. On the other side, it is the basis of them to enjoy rights. To the corporation, the capital contribution of shareholders is not only the satisfy standing to obtain independent legal personality, but also the material function of operation. To the creditors, the capital contribution is the warrant of the debt, which is the basis of the material and credit to guarantee their debts. However, the defective capital contribution of shareholders in China is a severe problem, which has threatened the business safety and restricted the development of foundation of the social credit system. The New Company law has made great progress by improving the provisions which is so rough and simple in the Old Company law. For example, the corporation operation in practice was not standard, but there are many faults in this law.This thesis consists of four chapters.Chapter 1 Definition of Defective Capital Contribution of Shareholders Capital contribution is one of the obligations by shareholders. Defective capital contribution is the situation that the shareholders do not contribute their own capital or do not satisfy the settlement or law to contribute. This chapter, according with introducing the concept of the system of capital contribution by shareholders, analyzes the theory of defective capital contribution and definite it.Chapter 2 the Legal Status of Defective Capital Contribution by shareholdersThis chapter analyzes the issue from two aspects which are requiring of the legal status of defective capital contribution and enjoying the shareholder's rights. According to the legislative intent of the New Company Law, the shareholders who defectively contribute their capital must enlist their legal status as stockholders of their corporations, and they should enjoy their rights. However, consider the current relevant laws and regulations in China and other countries, the rights of shareholders who defectively contribute their capital should be restricted. They also should bear the civil liabilities for the other shareholders, corporations and the creditors.Chapter 3 Analysis to the effect of the contract which is signed to transfer the defective capitalThe theory of the effect of the contract which is signed to transfer the defective capital is disputing. According with discuss and analysis, this chapter regards that the shareholders who defectively contribute their capital should be as stockholders of their corporations and enjoy their share rights, therefore, the contract signed to transfer the defective capital is effective. However, after transferring, the shareholders should complete their capital obligation. With analyzing the theory of defective capital contribution, the author hopes solve the problems in practice.Chapter 4 SummaryFinally, based on generalizing, the author makes the conclusion. This thesis holds shareholders who defectively contribute capital should be as stockholders of their corporations and enjoy share rights; therefore, their capital could be transferred. However, because of the defective capital contribution, the rights of the shareholders should be restricted, and they should bear the civil liabilities.