On The Civil Liability Of The Shareholders’Defective Capital Contributions

Capital is the essential foundation of normal operation. As the core of the system, the capital not only lays a solid foundation for the existence and the development of a company both in material and credit but also lays a foundation of the guarantee for the company’s creditors. The company’s capital is formed by the contribution of the shareholders. The Company’s shareholders pay a corresponding price to obtain and maintain their qualifications of being shareholders. The primary obligation of the shareholders is to contribute, which is also the premise of whether they can be the company’s shareholders. Although Chinese Cooperation Law has clearly defined the shareholders’ obligation of the contribution, that is, shareholders shall pay the contribution in a full subscribed capital in time, it occurs to many shareholders, driven by the economic interests and lack of related systems, that they often pay a defective capital contribution in practice.The shareholders’defective capital contribution, on the one hand, is not able to guarantee the company’s capital adequacy. On the other hand, it also undermines the interests of other shareholders and creditors of the company. The new Chinese cooperation law has a more diverse rule about the way of contribution. Meanwhile, it also allows shareholders to contribute in installments, which increases the risk of the shareholders’capital contribution to some extent. Moreover, the rule of the civil liability system is not perfect. Some are so principled that they have got in the way of the actual operation and caused the lack of the necessary deterrent. In the process of transaction, the interest subjects are often not aware correctly defective capital contribution of the shareholders. Their realization of integrity is still weak. Therefore, based on the civil liability that shareholders’should pay for their behavior of defective capital contribution, I’ve done a research which is as follows:The first part introduces the purpose of this study, the scope of the study and methods of the research.The second part introduces the general theory of the shareholders and the theory of the shareholders’defective capital contribution. First, it proposes the concept of the shareholders and shareholders’defective capital contribution. The contributions of the shareholders defects shareholders to fulfill the obligation of capital contribution, in accordance with the Articles of Association, the contribution funded the case of agreements and legal requirements, including capital contribution in cash and non-monetary contribution. Its manifestations are divided into not fulfill the obligation of capital contribution, and inappropriate to fulfill the obligation of capital contribution and capital flight is three forms. Furthermore, it comes to the reason of how defective capital contribution is formed. The next is the analysis of the harm of the shareholders’defective capital contribution.The third part introduces the rules in foreign countries about the defects civil liability system and the enlightenment of improving our shareholders’ capital contribution defective system of civil liability. Civil liability system have been established through the study of foreign shareholders’capital contribution flaw can be found, when the flaws of capital to shareholders, the company can fulfill the shareholder who does not recover contribution, or summon the loss of the right system, the shareholder’s stock re-raise foreign monies, or request compensation for the losses of the shareholders, etc., in order to protect the rights of company, other shareholders who pay enough contribution and creditors of the company interests.The fourth part, by clearing up current Chinese laws, our shareholders’ capital contribution flaw should pay the full contribution of shareholders and creditors of the company and bear civil liability companies and others. Proposed to further expand the contributions of the shareholders defective range; did not reflect on the civil liability of company shareholders of the flaws of capital punishment provisions, shareholders’rights and obligations does not, etc.; other paid all shareholders of the civil liability provisions of the liability for breach of contract over a single but not detailed rule; the civil liability of the creditors of the company disregard of corporate personality system.Part V, aiming at improving the current law of solving the issue of the civil liability of the shareholders’defective capital contribution,, proposed some assumptions that should build a complete system defects liability of shareholders’capital contribution system, the contributions of the shareholders by strengthening legal supervision, funded by the shareholders of the Company to establish informationsystem of notification and complete recovery of contribution system, in urging the loss of the right system, and to develop a specific breach of duty and damages, including shareholders of the flaws of capital punishment system, and further refinement of the system of disregard of corporate personality in the proceeding sallocation of responsibilities and methods recommended in the implementation of the burden of proof, in order to establish and improve the system of shareholders’civil liability about the defective capital contribution.