Research On The Shareholders’ Civil Liability Of Capital Flight

With the establishment and continuous development of the market economicsystem, the company, as the most basic body of market activity, is showingincreasingly more important. The company capital is vividly likened the" blood" thata company lives by. It is not only the foundation of daily operation of the company,but also the material base of the company’s external debt. However, in real life, afterthe incorporation of the company, capital withdrawing of shareholders occurredoccasionally, which disturbs the order of social economy. At the same time, it alsoseriously violates the legal rights of the company, other shareholders and creditors ofthe company.Withdrawing capital is a kind of illegal behavior of shareholders after theestablishment of a company. In practice, illegal shareholders often use a variety ofhidden way and methods to withdraw their capital contribution. Through thecollection and interpretation of company legislation and related laws and regulations,it can be found that the legislation of our country focuses on pursuing theadministrative responsibility and criminal liability of the withdrawing shareholders.The issue of civil liability should be improved. Legislative ambiguity provideswithdrawing shareholder with an "opportunity" to escape legal responsibility, and italso cannot guarantee the legitimate rights and interests of the company, othershareholders and creditors.Withdrawing shareholders should bear the civil liability for the company. Thecompany has the independent property right, and after its establishment, theshareholders’ capital is converted into the company’s property. Therefore, thewithdrawing capital of shareholders constitutes a violation of the company’sindependent property rights. This accountability of responsibility should adhere to theprinciple of strict liability, whether the perpetrator of subjective has fault or not.Withdrawing shareholders should bear the liability for breach of contract toother integrity shareholders. Shareholder’s capital flight violates the initiatoragreement or the articles of association of the company which the shareholders signedwhen the company is established. These files are contractual between the parties.Withdrawing shareholders undertake the liabilities for breach of contract to integrityshareholders is in the main form of liability for liquidated damages, liability fordamages and actual enforcement.Withdrawing shareholders should bear the supplementary liability to thecompany creditors. The minority shareholders are able to repay part of its commitment to additional liability for their ordinary withdraw of capital contribution.The independent personality of the company and the limited liability of shareholderssystem have no direct debtor-creditor relationship between the company’sshareholders and creditors. However, for large shareholders, especially seriouscontrolling shareholders withdrawing the capital contribution will result in thebehavior of the corporate personality denied. In order to reflect the fair of law andjustice, protection of the legitimate rights and interests of the creditors of thecompany, the company legislation introduces a system of "piercing the corporate veil",requiring that the illegal shareholders are jointly and severally liable for the debts ofthe company.