On The Limitation Of The Rights Of The Defective Shareholders

Defective contribution refers to shareholder’s performance of the investment obligation does not conform to the law, the articles of association or the investment agreement, or the property or property right for investment is defective. Defective contribution does not necessarily mean deprivation of shareholder’s qualification, and shareholder’s qualification does not mean perfect shareholder’s rights. Throughout the extraterritorial legislations, many countries or regions have established the system of limitations of defective shareholders’ rights, which provides a feasible reference for China. The system of limitations of defective shareholders’ rights meets the requirements of equal shareholders principle and honest credit principle. It is also an inevitable choice for lawmakers in the perspective of legal economics.In Chinese Company Law, relief of defective contribution mainly reflects in investigating for legal liabilities of the defective shareholders, few related to limitations of defective shareholders’ rights. In order to further improve the system of limitations of defective shareholders’ rights, so as to provide a clear legal basis for legal practice, this article puts forward some suggestions regarding object, scope, methods, and follow-on questions to optimize the preliminary framework of limitations of defective shareholders’ rights in China.