The Fundamental Problem Research On The Civil Liability Of Shareholders’ Defective Capital Contribution Responsibility

Company is based on the credit foundation of the legal person property.Shareholders transfer its personal property ownership to company. Capitalis the lifeblood of the company, which not only maintain the company’soperations, but guarantee the debts of the corporation. For shareholders,investment is a basic obligation for the company, determines the amountof shareholder equity rights and the investment risk. So, Shareholders’capital contribution has been the key in the field of corporation law,which directly affects the enrichment of corporate capital, corporatelegal person personality and interests of the creditor protection andmarket transaction safety. In real economic activity, however, thephenomena of the shareholder’s defective capital contribution existextensively, to investigate and affix legal liability on the violationof capital contribution obligations become important issues in the fieldof company law.Shareholder’s defective capital contribution, not only violates theeffectiveness of company internal agreement, but also the relevantmandatory provisions of the company law, which threatens or damages the legitimate rights and interests of the company、creditors and othershareholders. Throughout all over the world, the law on the violationof shareholders’ capital contribution obligation, adopts strictliability principle. At the same time, in order to enrich company capitaland to achieve a balance of interests, many countries provide nationallegislative and judicial relief. The current company law of China alsohas established the corresponding system of shareholder’s defectivecapital contribution responsibility, and according to the nature and theplot of defective capital contribution, the responsibility system isdivided to the criminal liability, administrative liability and civilliability. However, the current liability system lack the effectiveimplementation of civil law and the priority principle of civil liability,the responsibility system exists proportion imbalance、 lack ofresponsibility type and other shortcomings, Especially the legalprovisions about the civil liability is not complete and partial lightpunishment, which do not adapt to the large number of minor defectivecapital contribution behavior in real life, go against the prevention andpunishment of defective capital contribution behavior.This paper is devoted to investigate shareholders’ legalresponsibility on violation of capital contribution obligation, On thebasis of analysis of existing system、the confusion of understanding ofthe theory and controversy in the judicial practice, by means of combingthe internal legal relations, to clear the main responsibility imputationprinciple, to accurate positioning, to guarantee responsibility in place,to build perfect responsibility system, to establish the operatingmechanism of low cost and high efficiency.