Shareholders Of The. On The Flight Identified Funded Civil Liability

The capital of contribution of shareholders is a fundamental issue in the company law. The shareholders'contribution acts as the basis of assets partitioning, which plays the essential role of company law. Also, shareholders'capital contribution provides guarantee to the corporate creditors, and generally shareholders'interest correspond with their contribution. But the capital contribution flaws of shareholders always occur in our country, which harms the interests of other shareholders, corporations and the corporate creditors, and incurs all kinds of lawsuits. Chinese Company Law establishes some basic rules on the civil liabilities, but this way of regulation is to regulate it from the reasons for ways,causing confusion and responsibilities of the theoretical system Relief unclear. This restore "value of the existence of illegal forms" to analyzes its breach of civil obligations and civil liability. After a thorough review on domestic legislations, cases and theories, this essay tries to consummate the construction of civil liabilities of shareholders who violate capital contributions duties.This essay first tries to identify and classify the withdrawing, which is different from normal violating capital contribution.Then analysis its violation of the primary obligations, finding that it is breach of the contractual obligation or legal obligations to identify the nature of liability, taking into account the special nature of company law. On this basis, this essay introduces the main remedies of withdrawal of capital.Chapter one of this essay is a summary of the behavior of withdrawal of capital. It makes an explanation of the concept and the nature of withdrawal of capital, then the significance for legal regulation.Chapter two describes the status of our legislative practice and legislation of foreign countries. Chinese Company Law establishes some basic rules on the civil liabilities of the shareholders who violate capital contributions duties, but the basic rules are too poor to carry into execution.After a thorough review on domestic legislations, cases and theories, this essay tries to consummate the construction of civil liabilities of shareholders who violate capital contributions duties.Chapter three discusses the structure of the withdrawal.The status in China is unclear, this essay identify it from the main body, the subjective element, object, objective elements, and from the practical point of view, citing the common withdrawal of shareholders.Chapter four is the core part of the essay, which has a discussion of civil liability that the shareholder who withdrawing capital should undertake, where the purpose of this study lies. It analyzes the civil liabilities of the shareholders who violate capital contributions duties toward the company, other shareholders and the creditors of company. Also, it proposes corresponding manners of liability and possible remedy approach mainly from the nature of liability. To the company, mainly in the breach of contract and tort liability, it should give companies the requirement to continue to fulfill (the right to recover contribution), to terminate the contract (loss of the right), return loss, damages, and other shareholders may bring lawsuits on behalf of the company. To the honest shareholders, the dishonest shareholders should take the tort liability, and the honest shareholders may bring direct action. Of creditors, the capital risk increase, so the creditors can claim its right of subrogation.when the company insolvent, with amount of direct damage to creditors, the creditors may argue to deny the legal personality, claiming the rights to the shareholders directly.This essay is to sort out the theoretical system, clearly different main civil abilities on the different responsibilities. The chapter discusses the contents of the remedies who shareholder should take to different claim subjects.