A Research On The Compensate Liability Which The False Capital Contribution Shareholders Need To Bear To Company’s Creditors

The shareholders’ capital contribution system is one of the most important contents of the Company Law. The company registered capital which from the shareholders’ capital contribution was the material basis for company to engaging in business activities and the founded basis of credit for company to bear the independent responsibility. In practice, shareholders’false capital contribution is prevalent. Shareholders’false capital contribution seriously damage the determination and maintenance、 of company’s registered capital, damaged the interests of the company and full contribution shareholders so as the company’s creditors, Caused serious damage to the company’s normal operations and the stability of the social and economic order. But the Company Law only stipulated the false capital contribution shareholders’administrative liability, the civil liability especially compensation liability to company’s creditors is not provision separate. In2011years, The Supreme People’s Court promulgated the Companies Act of Judicial Interpretation, in its article13, paragraph2clearly stipulates:"The Company’s creditors assume the shareholders who fail to perform or not fully fulfilled the contribution obligation to repay the debts and the Interest from the debts, The People’s Court shall support." False capital contribution shareholders must not completely fulfill its capital contribution obligation. The newest Judicial Interpretation of the Company Law provides the legal basis for company’s creditors to pursue the false capital contribution shareholders to bear the compensation liability. Although the newest Judicial Interpretation of the Company Law plug the loopholes which the Company Law does not stipulate the company’s creditors can pursue false capital contribution shareholders’compensation liability, provide a legal basis for company’s creditors to pursue the false capital contribution shareholders to bear the compensation liability, But the Company Law didn’t stipulate the compensation liability’s elements, scope, and manner.We must define the concept of false capital contribution before we discussion the false capital contribution Shareholders’liability to company’s creditors, by analyzing the application of existing law and the concept of false capital contribution which the scholar delimit, pointed out false capital contribution which set in Company Law is too principle and the main drawback is no clear the meaning of the false capital contribution behavior in the "delivery" and "false", comparing with Overestimated capital and capital flight,we can clarify the meaning of the false capital contribution. From the perspective which are values of Company Law and the limited liability of shareholders to elaborate the theoretical basis which the false capital contribution Shareholders’ compensation liability to company’s creditors.On the basis of the basic theory discussion, analysis the constituent elements of the false capital contribution shareholders’compensation liability to company’s creditors, liability Principle, scope of the compensation liability, and how to bear the compensation liability. From the three parts which are the main elements, the behavioral elements and results elements to illustrate the elements of compensation liability which the false capital contribution shareholders need to bear. The conclusions which from analyze the top issues; will guide the dispute resolution practice. On the main elements of the false capital contribution shareholders’ liability to company’s creditors is the independent legal personality of the Company and the Limited liability of shareholders, in the behavior elements of the false capital contribution shareholders’compensation liability to company’s creditors is false capital contribution behavior and shareholder must be presented as a qualified contribution shareholder, in the result elements of the false capital contribution shareholders’compensation liability to company’s creditors is creditor’s interest must be suffer by shareholders’ false capital contribution behavior. Liability Principle of the compensation liability which the false capital contribution shareholders need to bear is the Fault Principle because the false capital contribution shareholders have the fault to his false capital contribution. The Company Law Judicial Interpretation have provisioned that the false capital contribution shareholder need to bear the compensation liability to company’s creditors within the scope of the false capital contribution.The existing legal provisions which on the false capital contribution shareholders’ compensation liability to company’s creditors is existing problems and inadequacies,according to the objectives which the systerm of the false capital contribution shareholders’compensation liability to company’s creditors need to achieve. From the six aspects of the procedural and substantive to perfect the system of the false capital contribution shareholders’compensation liability to company’s creditors.First,strengthen the interpretation of the concept,clear the content of the concept. Second,provide guarantees to the creditors who can’t claims the debtor to repay the debts because the right is not expire.Three,clear the people who need to bear the compensation liability after transfer the shock.Four,improve the procedure which false capital contribution shareholders need to comply when false capital contribution shareholders bear the compensation liability to company’s creditors.Five,improve the distribution of the burden of proof.Six, limitation of action.