Shareholders' Capital Contribution Of Defective Legal Discussion

The regulations in the funding system of Company Law are strict, the purpose of this action is to ensure that the full capital. The full capital enables the company solvency, it's the best way to protect the interests of creditors. But in real life, shareholders violate the law or the articles of association, refused to pay capital, not capable of paying investment, flaws in investment, capital flight, delay in capital investment and false investment and other acts. Acts not only undermines the capital of companies, but also infringes upon interests of creditors and other shareholders, and likely to cause disturbance of the market economy. In this paper, there are five parts, they are theoretical contributions of the shareholders source of defects, defects funded overview of the legal consequences of shareholder capital contribution flaw, defect transfer of equity capital, as well as funding the liability of defects.Section 1 discusses some problems with shareholders, the contribution to the theory of root causes of defects. Legal definition of capital is the key part. And on the common law system and the use of the authorized capital of the civil law countries are compared on the theory and practice. This paper tries to analyze from the perspective of comparative law on foreign investment in the form of national laws the provisions of the shareholders to the Company Law of China, to make recommendations for improvement.Section 2 discusses the meaning of shareholder capital contribution flaw, characteristics and manifestations. Shareholders and capital investment is the key link between the law. Shareholders in accordance with the provisions of the Articles of Association funds transferred to the company's accounts, this behavior, once completed, shareholders can not be free to advocate that the ownership of these funds. And on the legal capital system, the capital authorized capital system and compromise the system was in theory and practice of comparative study. This paper tries to analyze from the perspective of comparative law on foreign investment in the form of national laws the provisions of the shareholders to the Company Law of China to make recommendations for improvement. Second, to uphold our laws from the perspective of the three principles of capital investment in the regulation of shareholders with a brief introduction. Finally, in 2005 the "Company Law" to reduce the minimum registered capital, to allow payment in installments and the rich non-cash contribution in the form of such change has gradually come to China's legislators rejected the funding system to a severe relative freedom given to investors selection rules of the conclusions.Section 3 discusses the flaws of capital to shareholders for their own shareholders, the impact of eligibility. Even if the perpetrator is generally believed that doctrinal flaws of capital, the shareholders still eligible. On this basis, the paper analyzes several major shareholders of such shareholders. Arising from the right to change, including the capital dividend to shareholders the right to defect, voting rights and priority has been restricted, and the "flaws company " effectiveness.Section 4 discusses the equity from the defect can transfer and transfer of the obligation of the shareholders flaws of capital discussed two aspects of the transfer of share flaws. Describing the rights and remedies against the assignee.Section 5 discusses shareholders'flaw in funding the liability of shareholders is the flaw of this paper. Analyzed in the form of civil liability flaws of capital, including breach of contract, tort liability, responsibility and funding to fill the joint and several liability. And discussed the "piercing the corporate veil" system. At the same time to our company law, criminal law and other relevant provisions of the flaws of capital a brief assessment.