| The thesis is made up of foreword ,text and conclusion. The part of the foreword has explained the meaning and necessity of the writing of the thesis and definition of the thesis's range mainly. Having discussed two questions linking to each other closely of shareholder's investment obligation mainly in thesis: Nature and liability of shareholder's investment obligation. The text is divided into two major parts again. First part researches the nature of shareholder's investment obligation, this part is penman's research focal point because the conclusion of second part is based on this part of conclusions; Second part researches the liability for shareholder's investment obligation. First part studies the nature of shareholder's investment obligation. First of all, theories about shareholder's investment obligation nature that have already had in the company law circles are introduced in the thesis. According to penman's research, there are two kinds of argumentations on the nature of shareholder's investment obligation mainly: A kind of argumentation thinks shareholder's investment obligation is only pointed to agreeable obligation; Another kind of argumentation thinks it includes both legal obligation and agreeable obligation. Secondly, penman goes on analyzing and criticizing theories one by one about shareholder investment obligation nature that have already had in company law circles at present. Then, on the premise of making a criticism on theories that have already had, the thesis has proposed the argumentation penman holds and corresponding demonstration. penman thinks, the nature of shareholder investment obligation is obligation of agreement based on agreement between the shareholders or promoters before establishment of the company (including such situations as company not coming to existence or being canceled); After the company is established effectively , there are two kinds of obligations on shareholder's investment which is used to set up the company, one is the agreement obligation on the basis of the agreement (including promoter's agreement and corporation by-law ) between the shareholders ; the other is the legal obligation on the basis of the company law between the shareholder and company. And when the company increases the capital and issue the new stock after establishment, the nature of the shareholder's investment obligation is the obligation of agreement based on agreement between shareholders and company. After providing the conclusion of the nature of shareholder's investment obligation, the thesis gives corresponding demonstrations from a lot of angles, including the theory of the mandatory norm confirming, logic analysis,history investigation, independent personality of company and shareholder's limited liability,company capital system,value of company law and investigation of comparative law and so on. Finally , consider and respond the criticism that may suffered in thesis. Second part discusses the liability for shareholder's investment obligation. First of all , penman defines and discusses the range in thesis. The thesis does not attend to research each and every aspect of the liability for shareholder's investment obligation , but studies about the nature and subject of request right of shareholder's liability mainly, and analyses relevant regulations in the company law of our country on this basis. Secondly, through analysis, withdrawing paid-up investment on a sneak is excluded from forms from which shareholders violate investment obligation. Then, liability for violating obligation of agreement investment and legal investment and subjects of request right of the liability are discussed respectively ,and article 25 , 28 articles of Chinese" company law "are analyzed on the basis of the conclusions. Finally, the thesis explains why the creditor is not the subject of request right of liability for shareholder's investment even though the creditor has certain request right in specified situations. The third part summarizes the first two parts and provides the... |
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