On Legal Analysis On The Disputes Over The Contribution Duty

This paper selects the typical case of the dispute over the contribution by the company st ockholder. This paper is composed of three parts.Part One introduces the basic information, the different opinions and controversies of th e case. The above controversies are mainly involved the circumstance that whether the RMB 6,000,000 transferred by Party A from Lvyuan Company should be returned to Lvyuan, whet her Party A has discharged the contribution obligation stipulated in the contracts and the stock ownership of both parties.Party Two analyzes whether the RMB 6,000,000 should be returned to Lvyuan Compan y. The transfer of RMB 6,000,000 from the company account from the company constitute the appropriation of the company’funds,which should be refunded to company.The payment of stock ownership amount on behalf of the stockholders is actually an act of secretly Withdrawing fund.Thus both parties do not have the fact of stock ownership transfer and the legal basis for the act.Part Three analyzes the performance of contribution in the cooperation contract.The key to whether the stockholders have properly discharged the contribution obligation lie in whether the contribution conforms to the provisions of the law and regulations and the stipulations in the cooperation contracts and the rules of the company. In this case, there are the Cooperation Contract, Joint Venture Contract and the Rules of the Company. It is worthwhile that the contribution obligations are different in the different legal documents. The judgment on the performance of contribution by the company is based on the Rules of the Company.According to the relativity principle of the contract,the failure to perform the Cooperation Contract and Joint Venture Contract only constitutes the violation of the relevant contractual obligations, and the company shall not claim the stockholders’ violation of contribution according to the two contracts.Part Four elaborates the third controversy of stockholder qualification and stockholder rights. The stockholders enjoy the stockholder rights, which must obtain the stockholder qualification as the premise, while the obtainment of stockholder qualification has no necessary relationship with the stockholder contribution and can be stockholders if recorded as the stockholders by the rules of the company.This part holds that the act of Party A to make contribution with the funds of Party B only formed the loan agreement between both parties,which did not affect the contribution validity and sockholder contribution of Party A. The stockholder status of both parties has been approved by the Rules of the Company upon approval and both parties are the stockholder of the company,both parties enjoy stockholder Contribution and the relevant stockholder rights of Lvyuan Company.