Concerning The Civil Liability Of The Potential For Shareholders

The traditional theory of the Companies Act consider that the corporate juridical person was confirmed by law.The company’s main qualifications comes from the rule of law,began in the establishment registration.and stop the cancellation registration.The end of the rights and obligations of the company for the cancellation of registration,the legal responsibility was also eliminated. Although the company end means that it completely out of the market, but in real life, the company’s previous behavior caused the tort liability,which often appear after the eradication of the company. These claims can not be liquidated for this reason. We call the tort liability which emerged after the company’s termination is the potential civil liability.Products tort and environmental tort are my research object. The characteristic of the potential civil liability is difficult to predict when it was happened.So, the creditors couldn’t find someone to take the main responsibility.Although the potential civil liability was not required by law, the damage was objective existence, it need to be make up.Especially serious harm to others lives and safety of tort liability that more need for compensation. We need to other body instead of potential civil liability.Shareholders is one of the participants of the company.He used the company to benefit.and protected by limited liability system,so, Shareholders also do not need to be responsible for the potential civil liability.It is because of the limited liability asylum,led to the imbalance of the interests between the shareholders and creditors.Therefore,we should to break the shackle of the limited liability system,require a shareholders to bear the corresponding unlimited liability.Fundamentally speaking, the potential civil liability of the shareholders was supplement to the limited liability,so,we need to any restriction on it. In the scope of the main responsibility, Limited liability company’s shareholders are all have to bear the potential liability; The controlling shareholders of Co., LTD have to shoulder the responsibility. The potential civil liability meaned that shareholers exercised the rights were illegitimate, hence, no matter whether shareholder with subjective fault,who have to undertake the due obligations.This is principle of liability without fault in commercial law. Due to the special shareholders’identity,we need to limit the unlimited liability of shareholders. Under certain conditions, shareholders can exempt from all or part of the responsibility. Certainly, In order to avoid the shareholders to engage in risky behaviors that to pursuit the excess profits.we also need Punitive Damage, that the purpose is to prevent shareholders intentional behavior.In the case of bankruptcy and liquidation of the company,the range of the repayment is different.When the company have the remaining property, shareholder can pay off the potential debt with the company property at first,and then use the personal property to repay the rest of the debt.But, in the situation of the bankruptcy, Shareholders can only use their property to assume the potential civil liability. Unless they meet the exemption provisions, Shareholders have to bear unlimited repayment obligations for the potential civil liability.It’s worth noting that my paper discuss the potential civil liability come from products tort and environmental tort.So, shareholders only to shoulder the unlimited liability for products tort and environmental tort, and only that we can guarantee shareholder’s investment enthusiasm.