The Study On The System Of Civil Liability Of Shareholders Violation Of Contribution

Company Law and other laws and regulations related have built a complete system ofcivil liability regime in violation of shareholder capital contribution obligations together.Mainly include continue to perform system, damage compensation system, restricted equitysystem, the system of public summons for exhortation and supplementary discharge system.However, because of the defects of the system design, this system seems nice, but justice haslong arms. So this article tries to analyze and perfect this system from the standpoint ofcontribution system’s function and the value orientation of commercial law. This article ismainly divided into three parts:The first part describes the ideas and methods of the study. Currently, funded system, asa violation of the civil liability system funded obligations before the system is not optional,but has great significance, at least plays a role in attracting investment in China. Commerciallaw, as the higher law of the company law, its value orientation is giving priority to efficiency,giving consideration to fairness and other. Therefore, it can analyze and perfect this systemobjectively and comprehensively if from the perspective of contribution system’s function andthe value orientation of commercial law.The second part firstly describes the premise and foundation of the study. Therelationship between shareholders’ defective capital contribution, the company’s legalpersonality and shareholders’ qualification is the premise and foundation to analyze andperfect the system of civil liability of shareholders’ violation of contribution. When ashareholder’s violation of funding obligations causes the company doesn’t meet mandatoryprovisions of Company Law requirements, generally, it can be corrected without affecting thecompany’s legal status; if the circumstances are serious, destroy it’s legal person qualification,but in any case withdrawal does not have retroactive effect. And the substantive standard ofshareholder qualification is whether the company and its shareholders have agreed oninvestment intention, therefore, the violation of shareholder capital contribution obligationdoes not affect its qualification as a shareholder.Secondly, this part is to interpret and judge the current system in our country. Our currentsystem is mainly divided into five parts: continue to perform system, damage compensationsystem, restricted equity system, the system of public summons for exhortation andsupplementary discharge system. There are studied respectively and comprehensively. It doesn’t function very well as a whole. Separately, continue to perform system is difficult toachieve the desired functionality and the normal about “significantly lower than” to completethe value of non-monetary contributions has linguistic problems; principle of strict liability indamage compensation system is extremely not fair; in restricted equity system, because oflack of limiting the right to vote, the purpose of the system is frustrated, and the efforts tolimit is unreasonable; the strict conditions of the system of public summons for exhortationcauses it is easily to be avoided, and it easily becomes a profit-driven tools.The third part is about the reference and perfection of our current system. It sketches outa coordinated system firstly, and then perfects each system separately. The main content:changes the normal about “significantly lower than” in continue to perform system for thenormal of “error ratio”; changes the responsibility principle of damage compensation systemto non-fault responsibility, and adds countermeasures of fail to fund objectively; addslimiting the right to vote and improves its efforts to limit; expands the using conditions ofrestricted equity system to all kinds of defective capital contribution, and changes itsapplication results to even if the shareholder’s qualification is lifted, he or she must make upcreditor’s damages in the range of principal and interest, in addition to other shareholders orthe third party pay the appropriate contribution.