An Analysis Of The Case Of The Civil Liability Of The Shareholders’ False Capital Contribution

The company independent personality and shareholder limited liability is the twocornerstones of the modern corporate system. However, the company as a legal fiction content,is not different from natural person, need to have the necessary independent property, tocomplete to give its independent personality, and then independently bear civil liability. Theproperties of the company first comes from of capital contributions of the shareholders, ofcapital contributions of the shareholders of a company capital, it is the company’s independentpersonality material foundation, the company is able to independent property obligations andresponsibilities at the very least, the material guarantee. The capital contributions of theshareholders of the company is the modern property and his shareholders of the property ofthe separation of the legal property of the company and the independent necessary condition.Only through the shareholders’ real and complete performance capital contribution obligations,can form the modern company itself and the independent property, shareholders so can enjoylimited liability of treatment. If the shareholders don’t perform capital contribution obligations,that a serious shortage of capital, will have the potential impact of independent companypersonality and shareholder limited liability the two cornerstone.Investment is the most basic and important obligation of shareholders, is the premise ofthe shareholders for identity, any shareholders are should perform capital contributionobligations. Of capital contributions of the shareholders, the company is determined tomaintain principle, capital is the inevitable requirement of, the company and the creditor isvery important. Because the company’s capital from of capital contributions of theshareholders, the company based on this in certain financial resources can be based on normaloperation, and further development. The company’s capital is also its debt discharge capacityfirst security, although the company pay its debts is ultimately all according to its property,not in its initial capital. Therefore, the stakeholders perform capital contribution obligations,not only is the capital of the company full responsibility, but also indirectly affect thecompany the interest of creditor.However, the shareholders may not be able to commitments were made promise, aswhich Mr. Qian zhongshu talks cloud:"point the menu, please the guest does not equal." Theshareholders don’t full timely capital or not the phenomenon of capital contribution thatinvestment not really real life to happen from time to time, especially in a limited liability company, the shareholders based on a special between personal trust relationship, this kind ofsituation occurrence frequency is higher. For this kind of case, we how to regulate suchshareholders in violation of the behavior of the capital contribution obligations, especially inthe protection of the company’s creditors. The country’s new "law of corporation" paragraph2of article28to such violation of capital contribution obligations behavior has to be provided,but this only stipulate the violation of duty of capital contributions of the shareholders of thecompany full responsibility and to already capital contribution for shareholders in time theresponsibility of breach of contract, and the responsibility for the creditor has been vague. Soin the company property is not enough to pay off its debts, does this mean that investment notreal shareholders don’t need to be liable for the creditor? Although our country "companylaw" paragraph2of article28not expressly provisions of shareholders’ contribution to thecompany the creditors of the responsibility, but based on the theory of the creditor subrogation,the shareholder investment not in reality, and in the company property is not enough to payoff its debts to the company’s creditors should assume responsibility, this has become thecommon way of judicial practice. But what form of responsibility for what? Added liability ifor several and joint liability if, but be in judicial practice a substantive issue and have to causeour analysis and discussion.