Shareholders In Violation Of The Contribution The Performance Of The Obligations And The Problem Of Identification Research

As a fundamental participator in market, company is playing a key role in social and economic development and its viscera and modality underwent tremendous transformation with the development of market-oriented economic system. On account of a large number of bogus companies welled up in the 1980's, the old Company Law made strict rules on shareholder's capital contribution, such as rigid Statutory Capital System, cabined contributive quomodo by the shareholders or sponsors, contributive proportion on product of wisdom by investor and so on. Meanwhile, exhaustive administrative responsibilities must be taken by shareholders who violated the obligations of capital contribution according to the old Company Law. In order to encourage investment, a new amended Company Law was issued in 2006, in which law the regulation of minimum registered capital that can be paid by stages to set up a company is much lower than that of the old one and various kind of shareholder's capital contribution are encouraged. It breaks new ground on forms of obligation and responsibilities by shareholders that violate the provision of capital contribution.Although the executive effect of the new Company Law is rewarding, especially in the field of regulation on capital contribution and relative responsibilities, yet there an increasing number of troubles have arisen. Based on the analysis on obligations of capital contribution, the thesis sorts out the relative rules about duty of contribution and corresponding liability thereby to make suggestion on legislator's strategy through studying problems in practice.Positive analysis and comparative researching method are used in this paper for discussing the formal and substantive obligations of capital contribution and the civil liability. In order to improve the concerned regulations and make company establishment more convenient then ever before, the conflict and contradiction between new Company Law, Contract Law, Property Law ,and Administrative Regulation of the P.R.C. on Company Registration are analyzed and estimated in the paper to find a new way to resolve the problems.Starting with the introduction of the basic legal concepts on Capital Formation System of Corporation aboard and at home, the author researches on the regulations of the forms and obligation of capital contribution and the civil liability that shareholders should take when transgress. Some reasonable advice on how to improve rationality of the item that stipulates the obligation of capital contribution, by way of leading, will be given at the end of the article.