Litigation Of Corporate Capital Maintenance Principle

Based on the corporate capital maintenance principle theory as the foundation, by the Supreme People’s Court on the application of " people’s Republic of China Company Law " provisions on some issues (three)[hereinafter referred to as the " company law "(three) as background, put forward the principle of capital maintenance concept and litigation, judicial practice the operation is discussed. This article is divided into four parts, the first part is the " concept", the second part is "the corporate capital maintenance principle lawsuit system functions, features and other litigation system difference ", the third part is " not fulfill their obligations in action ", the fourth part is "the capital flight suit ".The first part of" concept ":this part mainly in corporate capital maintenance principle theory as the foundation, with " Company Law (three)" as the background, through the " company law " to explain (three) about perfecting corporate capital maintenance principle regulations summary, put forward the concept of corporate capital maintenance principle procedure.The second part of the " corporate capital maintenance principle lawsuit system function, features and other litigation system difference ":this section focuses on the corporate capital maintenance principle lawsuit system function, features and other litigation system difference are discussed, which, on the corporate capital maintenance principle lawsuit system function, the author sums up three functions, one for " the interests of creditors to be reality protection (protection)", and " capital maintenance rule content to be achieved (function)," three " reduces the shareholders implementation to violate the capital maintenance rule violation probability (prevention);" on the corporate capital maintenance principle procedure the system features, the author from the litigation types, the range of lawsuit, according to the rules of substantive law and ruling of res judicata in four aspects Are summarized; and for creditors suing shareholders of this situation, respectively on the corporate capital maintenance principle procedure and personality denying lawsuit, lawsuit of right of subrogation distinction between spread out to discuss.The third part " did not perform its capital contribution obligation action ":this part mainly discussed the shareholders did not perform its capital contribution obligation situation, related to the action of confirmation, litigation of payment, request, joint action with four aspects of the problem, which, in the confirmation suit issue, discussed respectively allocated land use right or set right the burden of the land use right flaw identification, non-monetary property capital in accordance with the law without when evaluating the capital contribution flaw identification, with the need for change in ownership registration of non-monetary property capital investment results of cognizance and equity investment results that finds the problem, and discusses the problems concerning the jurisdiction; litigation of payment, the first the company filed the lawsuit is discussed, including the main scope and responsibility nature, shareholders obligations, non-monetary property capital can not fulfill the processing mode, secondly to the company’s creditors filed a lawsuit case are discussed, including the scope and nature of liability company debt, insolvent, creditors of the company standard when the shareholders filed litigation of payment, again on the board of directors, senior management responsibility Identified issues are discussed, including the board of directors, senior management personnel not legal obligation cognizance, directors, senior management and shareholders of any legal duty not paid in full, the causal relationship between the problem of responsibility cognizance, share responsibility for the scope of the problem should be; on the request of merger, are mainly discussed. The creditors of the company filed a request that the shareholders did not fulfill their obligations in the lawsuit, filed a request with the shareholders shall bear the liability for compensation litigation problems; on the common litigation issues, mainly in the joint action of concept, categories are discussed, and demonstrate the corporate capital maintenance principle action in similar necessary joint action, at the same time, discussed the action of confirmation of common action and litigation of payment in the joint action.The fourth part " capital flight suit ":this part mainly discussed the shareholders defective capital behavior, companies, creditors may bring an action of confirmation and litigation of payment, which, on the action of confirmation, firstly discusses the damage to company equity, secondly, according to the relevant shareholders through fictitious debt relationship be capital transfer and related shareholder making the false financial and accounting reports false profit allocation behavior properties are discussed, and demonstrate the two situation itself was a violation of the corporate capital maintenance principle system, once again, discuss the problem of the standard of proof, finally discussed the shareholders " contribution " connotation or point; on the litigation of payment, discusses the range of identified problems and assist in smoke escape contributive identification problem.