The Sponsors Of Capital Supplement Responsibility

The capital fullness and legal personality sound of a company not only relate to acompany’s own health development, but also to the interests of investors and the social public.The sponsors’ investment consists of the company’s capital and it is also the price of thecompany’s shareholders qualification.so the sponsors that perform their capital contributionobligations timely and fully to the company not only ensure capital fullness and legalpersonality sound, it has also an important juridical meaning. In this paper, it is started withthe definition of the sponsor, in accordance with the logic structure of bearing correspondingresponsibility when the sponsors violating the capital contribution obligations, and that theforms and standards of capital contribution in violation of the sponsors is analyzed, so is thesupplement responsibility of the capital. Than the criterion liability and its constituents of thecapital supplement responsibility are discussed. Finally, the related suggestions are puttedforward on account of the shortcomings of capital supplement responsibility. The text isdivided into four parts.In the first part, the definition of the sponsors and its defects of capital contribution arediscussed. In this part, at the comprehensive analysis of the basic theories, and according to arecent judicial interpretation of the company law, the concept of the sponsor is defined, Onthe analysis of the sponsors’ capital contribution obligations, Discusses the forms ofexpression of the sponsors’ violation of capital contribution obligations, and according todifferent defects contributing to the different standards.The second part is about the nature, the content and the analysis of the legal basis of fullcapital responsibility. This part firstly discusses the concept and property of capitalsupplement responsibility, which is subject and properties. The capital supplementresponsibility which comes from shareholders’ limited liability system is discussed. Capitalsupplement responsibility is effective mechanism to balance the interests of the shareholdersand creditors. Then the sponsors of the supplement responsibility of capital in our countryshould include: continue to perform the duty, contribution to assure responsibility, balance fill responsibility and investment liability for damages. Then the characteristics of the fullresponsibility of capital is analyzed，that is legal responsibility, joint and several liability,no-fault liability. Finally the theoretical basis of the supplement responsibility of capital is tobe discussed, full responsibility of company law capital comes from capital enrich principle,and at the same time, it reflects the concept of equity and efficiency in the law.In the third part, the principle of the supplement responsibility capital and theconstitutive requirements is analyzed. Firstly applying to the full responsibility of capitalimputation principle should be strict liability principle, the sponsors of the capital supplementresponsibility is liability of breach of contract. Because of the particularity of the companyitself, when applying strict liability principle to regulate the company legal behavior, it shouldbe different from the responsibility of breach liability principles of the contract law. Second,the constitutive requirements and the allocation of the burden of the supplement responsibilitycapital are discussed.In the fourth part, according to the legislation at present, this part analyzes the shortagesof the capital supplement responsibility.Put forward the suggestion of improve our country’scapital supplement responsibility system. In the basis of clear legislation value of capitalsupplement responsibility, increase the contents of the civil liability rules of the capitalsupplement responsibility; increase the provisions of the liability for damages about capital;clear supplement responsibility for main body of the capital supplement responsibility; and atlast solve the sponsors’ right to ask for compensation when he bears capital supplementresponsibility.