Civil Legal Study On Shareholders Withdrawing Capital Contributions From Limited Liability Company

The shareholders’ withdrawal of capital contributions from Limited LiabilityCompany would tremendously harm the interests of company, other shareholders andthe company’s creditors. This paper mainly analyses shareholders’ withdrawingcapital contributions. After a thorough review on domestic legislations, cases andtheories, it tries to focus on the civil legal issues of shareholders’ withdrawal ofcapital contributions.In Chapter One, this paper identifies and classifies the basic conception ofwithdrawing capital, which is different from related conceptions. In order to make afurther clarificaiton, Chapter One points out the nature of withdrawing capital fromcompany is the breach of tort liability.In Chapter Two, this paper summarizes the theoretical criteria of withdrawingcapital. Simultaneously, through the analysis of several real cases, Chapter Twodevelops the judicial criteria of withdrawing capital. Thus, the possible behaviors ofwithdrawing capital are elucidated, as well as the explanation of the criteria.In Chapter Three, according to the study of China’s related legislative practiceand legislation of foreign countries, this paper analyses the civil liabilities of theshareholders who violate capital contributions provisions toward the company, othershareholders and the creditors. It proposes corresponding manners of liability andpossible remedy approaches. Thus, it consummates the construction of civil liabilitiesof shareholders who withdraw capital contributions.In Chapter Four, this paper does a further research. It discusses the liability of theparties who assist shareholders withdraw capital, burden of proof on related parties,the capital scope of shareholders’ withdrawing contributions, and the related legalissues of shares’ transfer from shareholders who withdraw capital contributions toothers.