The Research On Fulfill Liability By The Shareholders Of Capital Contributions

Fulfill liability of capital contributions, also called capital adequacyresponsibility, is civil liability that shareholders undertake because of inaccuratenon-monetary assets contribution, that is contribution of the actual price wassignificantly lower than that as prescribed in the articles of association of thecompany. More precisely, fulfill liability of capital contribution is liability thatshareholders in breach of its obligations previously funded. As a special civilliability，whether in the attribution of responsibility main body，or the responsibilityscope and other conditions, fulfill liability of capital contribution has its particularity.Fulfill liability of capital contribution in the type is divided into fill the gap of theliability and joint fill the gap of the liability. Fill the gap responsibility by delivery ofthe non-monetary property capital the shareholders or promoters bear, joint fill thegap of the liability by the establishment of the company and other shareholders orpromoters bear. In exceptional circumstances, to fill the responsibility also includesbear the investment assessment，verification and other intermediary agencies anddirectors，supervisors and managers under the replenishment of the company. Scope ofthe capital contributions of the shareholders to fill the responsibility mainly includesthe shareholders of the actual value of the non-monetary properties and the articles ofassociation of the company are the difference between the price amount and thecorresponding loss of interest. Liability method for the capital contributions of theshareholders to fill the responsibility mainly includes the fill the gap andenforcement， moderate restriction to the contribution of shareholders’ equity，removal treatment under special situation to the investment not real shareholders.And investment not real shareholders in specific cases bear the responsibility forcompensation to the company, the company of other complete fulfilled its obligationof shareholders and the creditors of the company’consequential loss. In practice,benefits of the company，other shareholders of the company was often damagedbecause of the non-currency property shareholder’s false behavior，disrupting themarket transaction security. Fulfill liability of capital contribution system hasimportant significance，is the corporate capital maintenance principle and promoterscapital abundance’s inevitable requirement and the needness of protect transactionsecurity and the interests of the creditors. Regulation of fulfill liability can prevent shareholders funded non-monetary property false action and promote shareholdersmore fully perform their obligations of capital contribution.