Shareholders Defective Capital Contribution Responsibility Research

With the rapid development of social economy, the state began to vigorously support small and medium-sized enterprises, prompt many company was born. But with the birth of company, from the establishment of company to the operation of company a serious of inevitable problems comes out, among the problems the shareholders defective capital contribution is much more obvious, that will direct influence the capital of company and spread to the revenue of shareholders and creditors. So, it is imperative to have the related inquiry of shareholders’ defects, this text will have detailed descriptions emphatically from the five aspects. First, start with the definition of defective contribution and the related notion, it will be showed specifically by two aspects of disloyal shareholder capital contribution and shareholder capital flight.Based on the legal basis that taken by the shareholder of defective capital contribution and discuss, when the shareholder has the action of defective capital contribution and doesn’t carry out obligations, then the shareholder should be responsible for the breach of contract. The responsibility for breach of contract can depend on two aspects of the articles of association and the agreement of the promoter, about whether the shareholder breaks a contract depends on the legal regulations to judge. The defective behavior of shareholder makes the capital of company not right and causes the company can’t have normal trading, so at this time the shareholder should fill the balance, company promoters need to be responsibility for capital enrichment together.When the shareholder has defective capital contribution, should bear civil liability for company、shareholder with full specified amount paid and creditor. And ask for company promoter and all shareholders should all bear all joint liability. With the premise of the company effective establishment, defective capital contribution doesn’t effect to get shareholder’s qualification, but defective shareholder should be liable for the breach of contract. And according to the rule of law abroad for good reference, helps our country company law establish more perfect responsibility system. In our current legislation, the responsibility of the civil law has a less proportion; the related criminal responsibility and administrative responsibility are much greater.Finally, because of the legislation of our country shareholders defective capital contribution exist some defect and blank. This text clears the condition of defective capital contribution and improves the protection mechanism of creditors, analyzes the shortcomings of defective capital contribution at present stage in China, at the same time puts forward the related opinions and suggestions. In order to better restrain even stop the behaviors of defective capital contribution, establish power losing procedure rules and recovery rights regulations. In the high-speed economy development, levels of issues appeared inevitably, but still can fine out the solutions; thereby reinforce the maximum protection of company promoters、creditors and the transferee at the most extent.