Research On The Shareholder’s Responsibility Of Defective Contributed

China has been making much progress in economic and market developmentsince the decade accession to the WTO. Through the improvement of market economy,all kinds of China’s corporate systems are becoming more and more reasonable. TheCorporate Law revised in2005together with the later three judicial interpretationspromulgated by the Supreme People’s Court meet the need for solving the problemsaroused in social and economic development. The Corporate Law published in2005made stipulations for the responsibilities of the shareholders who commit defects ofcontribution and the newly promulgated Third Judicial Interpretation provides a moredetailed guidance for the stipulation of the act of defects of contribution to bepracticed. Through this thesis, the author intends to systematically analyze the civillegal nature of the defects of contribution in various forms so as to reasonably judgethe responsibilities for the shareholders who commit defects of contribution in judicialpractice. On the basis of clearness of the responsibilities aforesaid, this paper analyzeshow does the administration law play a role in capital contribution and discusses thenecessity of the criminal law to discipline the behaviors of defect contribution, capitalflight at present from the perspective of private law.The paper begins with the investigation of the cases, and defines the defects ofcontribution and analyses the nature of civil liability in the manner of conceptualanalysis and qualitative analysis. And this paper specifies the methods of bearingliability of defects of contribution shareholders according to the regulations ofcontract law and tort law in the light of concrete condition by means of semanticparsing method. Besides, this thesis refers to the relevant provisions of foreigncompany act, putting forward legislative proposal on corporation law about limitationon the development of defect contributors in the method of comparative analysis, anddiscusses to perfect the company system by adding such systems as limiting theco-benefit right of defect contributors, the system of deprivation and elimination ofshareholder into it to better safeguard the interests of company’s legal person andother shareholders. Lastly, how does the administrative law regulate the behavior ofdefects of contribution and its decriminalization is also discussed from a private lawperspective in this paper. The author expects to determine the private relief system for the company andother shareholders to systematically define the nature of defects of contribution andreasonably identify methods of bearing liability through well defining the legal natureand method of bearing liability. Through the discussion of limitation to co-benefitright of shareholders and the system of deprivation in the fourth part, the author hopesthe shareholders to make use of articles of association to prevent the defectcontributors from harming the interests of the company and other shareholders so asto protect interests of the company and individuals. Then the writer advocates that theadministration should strengthen the management of contribution shareholders andinvestment verification authority, especially the supervision of the investmentverification authority, instead of being the punisher after the event to construct theservice government. In addition, the author evaluates the private law has its ownremedies over defects of contribution and criminal law should gradually step offcontrolling such illegal act in business activities. The criminal law punishes the illegalacts in economic domain in the method of deprivation of personal liberty, whichbrings harmful to the prosperity of the market economy as well as the company andthe shareholders. Therefore, as the general trend indicates, decriminalization of therelative illegal acts in capital contribution conforms to the orientation of Chinese ruleof law.