On The Shareholders' Breach Of Funded Obligations And Liability

Capital is compared to blood of corporation, so it's no doubt extremely important To any corporation, property investing is the necessary procedure of setting up a corporation and the legal ability of shareholder. With the development of socialist macro economic, the establishment and development of corporation are at high speed. At the same time, all kinds of conditions of violating law assist. This thesis is on the base of conditions of against property investing responsibility and the liability.The author put forward the definition of the obligation of the property investing on the theoretical base of shareholder's liability, discovering the concrete liability and who should take the liability.The first part is the theory of shareholder's infringing the property investing responsibility, to seek the theory basis of liability the shareholder should take who infringe the law. Corporation's capital comes from investing of shareholder, all the investing construct the corporation' capital. Without the strict system of property investing, real system of corporation capital cannot be established. That means, the value and function of corporation capital is the value and function of shareholder's property investing. With legal capital system, the deterrnination, sustain and unchangeable come into reality through the shareholder property investing. The qualification of share is closely related to the property investing responsibility of shareholder, the Status of the shareholder whose capital does not exist is a problem. Whether the other shareholders' right will be affected? There are no correspondent regulations in our "Corporation Act". And there are all kinds of theory; this thesis will get into these problems.The second part is about the recognizing of the responsibility. Now there are different ideas of the essence of the responsibility of property investing. One is the theory of commitment buying, the other is the legal responsibility, and this thesis introduces these theory and put forward author's opinion. There's different type of condition of shareholder's against the responsibility of property inventing according to different standard. The division helps us to learn more about the nature of it. But how to recognize it in judicature practice? This part gets into itand put forward different way to recognize it according to the property investing form.The third part is on the concrete liability of against property investing responsibility. Compare the liability of against property investing responsibility with other liability, we learn that there's several characteristic: one is the complexity of the cause of it. It can be the contract violating liability between the shareholders, or the infringement of rights of the third party by the shareholder whose property isn't exist, or the liability of violating "Corporation Act". The second is the variety of object of liability burden, it can be the relationship with the shareholder who has performed his responsibility, or with the third party, or with the corporation itself. The third is the synthesis of the form of liability; it can be contract violating, or infringing right or others. In practice, they coincide with each other. For those characteristics above, the form is various, concretely; it includes the contract violating liability, capital substance liability, and so on.The last part is on the defect and perfection of the system of nowadays capital investing. The regulation of "corporation act" about the liability is simple and only some principle; there are few rules on it, which can satisfy the need of practical complex economic life. And the liability is mostly of criminal or administration, which is against the nature of "corporation acf'. Author put forward some suggestion of perfecting the liability system of shareholder's property investing, like establishing a complete system, make clear the principle of the liability burden, set up a complete relieving system. Author look forward to induce the scholars' mind on this problem, that's the final object of this thesis.