The Research On Shareholders’ Providing Capital Responsibility

Shareholders’ contribution system is the fundamental Institution of the company law’stheory and practice, and shareholders’ contribution is the important link for the establishmentof the company., which is the basis of the company’s foundation. Shareholders carry out theobligation of contribution to ensure the company’s capital rich, that is the basis to get theindependent legal entity of the company, and also is the maintenance for the creditors’benefit. However, there are many phenomenon of violating capital contribution obligations inthe real life, which not only disturbs the economic market order, but also causes seriousdamage to the company and the interest of creditor. Therefor the provisions for theshareholders’ contribution responsibility are particularly important. With the development ofthe society, the original provisions of contribution system in the company law in China havegradually can’t cope with and solve all the problems in the practical operation, On January27,2011, the supreme people’s court promulgated regulations (3) concerning some issues of theapplication of "The company law of the People’s Republic", which made more detailedprovisions to the responsibility of capital contribution, made clear explanations to somecontroversy and deputes in the practical operation, and made further perfection to thecontribution responsibility in the "Company law".This paper is divided into four parts to introduce the shareholders’ invested liabilitysystem:The first part introduces the improvement in regulations (3) concerning some issues ofthe application of "The company law of the People’s Republic" to the responsibility of capitalcontribution. This explanation not only makes more particular regulations for monetarycontribution and the non-monetary, but also makes more specific rules to flight of capitalcontribution. In addition, it expands the scope of the subject of responsibility, and definesexplicitly the relationship between the responsibility on violating the shareholders’ capitalcontribution and the legal proceedings limitation.The second part is the general introduction about the theory of capital contributionresponsibility. The capital system decides the contribution system, and the contributionsystem influences the contribution form. In view of the reality of our country, it discusses thecontribution system in our country, and then analyzes the existing contribution form in our country. Our country’s existing legislation on the provisions of the contribution form isrelatively narrow. Along with the development of economy, the property morphology isbecoming more diverse, and the contribution form in practical operation has also brokethrough the existing laws. Variety of contribution forms will result in different types of formsof violating the capital contribution obligations. Shareholders who violate the capitalcontribution obligations will get affected on their rights, For example, it will affect the right ofshareholders and equity transfer, making them restricted, but shareholder status does not havean impact.The third part mainly solve the problem concerning the responsibilities taken byshareholders who violate the capital contribution obligations. Though in the academic circle,the responsibility properties of violating capital contribution obligations are known as thedebate, the author considers it is more reasonable that the responsibility of violating thecapital contribution obligations is defined as the liability for breach of contract. It adopts thestrict liability principles just as most countries do on the principle of liability. Based on therelationship of trust between the shareholders, the shareholders who violate the capitalcontribution obligations should undertake the iability for breach of contract to the ones whoperforme their capital contribution obligations, and pay penalty due to breach of contract andcompensation for the losses to the latter. The relationship between the company and theshareholders is based on the articles of association. The shareholders who violate the capitalcontribution obligations should undertake the responsibilities of on-going performance,compensation for loss and defect warranty. Usually, shareholders do not have directdebtorcreditor relationship with credictors, but when the company’s capital is not enough topay off debt, the creditor may filied a lawsuit of disregard of corporate personality torequest the joint responsibility of the shareholders who violate the capital contributionobligations; also exercise the subrogation right to realize the creditor’s rights.The fourth part majorly introduces the capital full responsibility of the shareholders whohave paid their capital contributions duly. The subjects of capital full responsibility are theshareholders of full specified amount of the capital contribution. In general condition, thesubjects who have fulfilled the the obligation do not need take any responsibility. Howeverin the field of company law, owing to the benefit subjects involved are rather more, thecompany law regulates that under the situation of the capital of the company., theshareholders of paying full specified amount still must bear the full responsibility of capital. Compared with other countries’ provisions about capital full responsibility, our country’scharacteristics of capital full responsibility are turned out. At last, the paper introduces thecapital full responsibility in our company law of the provisions of the content.