Legal Studies On The Restriction To The Rights Of Shareholders With Defective Capital Contribution

Shareholders’ capital contribution is very important to the company it is a contract obligation and a legal obligation. Whether shareholders’ capital contribution conforms with the law, the company’s articles of association and shareholders’ agreement, not only can have an important impact to the other shareholders, the company itself, but also involves the interests of the creditors and the social public. In real life, however, all forms of defective capital contribution of shareholders always occur, which not only destroy the normal market order, but also endanger the safety of the transaction. If the shareholders’capital contribution is defective,they can acquire shareholders’ identity or not,if the shareholder can have this identity,can he enjoy fully the rights, if not fully enjoy, which rights shall be restricted and how to be restricted. Not only China’s laws and regulations about these problems has dabbled in relative clear rules, but also there is a big difference in theory and practice. This article specifically analyzes the limitation on shareholders’ rights with defective capital contribution from theory and practice level, base of which beneficial suggestions on how to improve the limitation on the shareholders’rights with defective capital contribution in China can be put forward.Full text is divided into five parts:the first part is the appraisal and its harm of shareholder’s defective capital contribution, the flaws capital contribution is a superior concept, it refers to the shareholders in violation of the provisions of the company law and the company’s articles of association or the shareholders agreement, which covers the capital contribution obligation fails or be not appropriate to perform, it both has the nature of the default and illegal. It reveals the hazards which the flaws capital contribution brings to the company, fully funded shareholders, creditors and the social public. The second part is the relationship between the defective capital contribution and the shareholders’ rights, the standard of shareholders’ identity should be whether they come to an agreement with the company or other investors. As a result, defective capital contribution does not affect the identity of shareholders. But this does not mean the shareholders’ rights can be exercised completely at the same time. The third part is theoretical foundation of limitation on shareholders’ rights with flaws capital contribution. It meets the principle of reciprocity of rights and obligations, the principle of equality of shareholders, the principle of good faith, the principle of the company contract theory. The fourth part is the specific content and its implementation approach on the limitation of shareholders’ rights with flaws capital contribution, which mainly select six specific rights closed to shareholders, such as the right to claim for dividend distribution, the right to claim for distribution of residual property. Furthermore, we analyses respectively the three restrictive way including law, the company’s articles of association, the shareholders’ meeting. The fifth part is to perfect legislative and judicial suggestions on restriction of shareholders’ rights with defective capital contribution. We should seriously propose the three restrictive principles and improve the restrictive standard and approach.