The Civil Liability Of Shareholders’ Funding Deficiency Of Limited Liability Company

Under the modern economy system, the limited liability company, as an economy entity, plays an important role in current system. According to constitution, it is the most essential and fundamental obligation for shareholders to complete the implementation of funded obligation. Therefore, the contribution of shareholders has great significance for shareholder themselves, the company, creditors of the company and economic orders. However, since China has not yet formed a complete commercial credit system, the shareholders’funding deficiency normally exist. At the same time, lack of efficient regulation and the inconsistence of applicable laws and the administration of justice connive the existence of shareholders’funding deficiency. Under such a background, it is critical to do research on liability of shareholder. Standing on a international point of view and combining the actual situation and legal requirement of our country, the author would address this issue into four parts.The first part is to analyze some basic legal issues about the shareholders’ funding deficiency. The entry point of the argument is that how to define the shareholders’funding obligations. Secondly, the author would briefly introduce some methods to clarified shareholders’funding deficiency. The clarification provides an entry point and performs as the theoretical foundation for further discussion of the funding deficiency.The second part would deal with issue about legal status of shareholders in defects of capital contribution. The beginning of this part would introduce the general shareholder qualification standards, including Substantial Element Theory and Formal Requirement Theory. And then, discussion on how to define a shareholder on the condition of funding deficiency is put on table, and then the conclusion that would be drawn through previous analysis. Moreover, by distinguish the logic relationship of contribution obligation, shareholder qualification and shareholder right, Based on the discussion of this relationship, further research will be set on how shareholders’funding deficiency influence execution of shareholders’rights.The third part of this article has obtained conclusion that shareholders that are in detects of capital contribution should bear responsibility of violating funding obligation, and start from the views of entity that take responsibility derived from funding deficiency and the point that different persons responsible for corresponding liability. The argument would be concentrated on liability of shareholders’ funding deficiency, specifically including the analysis of the nature of inefficient shareholders’liabilities, analysis of attributable principles and analysis of liabilities forms, which comprises of the their liabilities to the company, to fully contributed shareholders and to creditors. Further more, the author also thinks that some people other than those deficiently funding shareholders would also be charged with liability derivative from funding deficiency, so the discussion would also take this into consideration, involving to efficiently contributed shareholders, directors on board and executives.The forth part is the complete summary and analysis of the paper. The author figures out that, currently, legislation is still inadequate and vacant. So in order to complete the credit system on the condition that shareholder deficiently contribute capital, the author presents some suggestion, from the perspectives of completing the liability of contribution default, liability of recapitalizing the company and that of protecting benefits of creditors.