Analysis About Identification And Liabilities Of Shareholders’ Withdrawing Capital

Corporate capital is the indispensable section of the corporate assets, which is not only the most basic material base to the corporate personality but also the effective guarantee for company’s external transaction security and creditors to realize their rights. Behavior of withdrawing capital occur frequently in China, which violates the principle of good faith and equality, wrecks the rights and interests of the company itself, the company promoters, faithful shareholders and creditors, causes disputes, does harms to the safety of transactions, disrupts the social and economic order severely."<The company law of the People’s Republic of China>Some problems of rules (Ⅲ)" (herein after referred to as Third Explanation of the Company Law) has made detailed provisions of capital flight, but that doesn’t mean provisions on this issue to be perfect. Currently, shareholders who withdraw capital are mainly responsible for criminal and administrative penalties, but relatively less civil liability, therefore we should realize the absence of the nature of civil liability and the lack of accountability mechanisms. However, in judicial practice, due to its diverse means, varied forms, but also its concealment and professionalism, it’s intractable for the administrative and judicial authority to investigate the illegal activity, therefore, it is extremely urgent to recognize the behavior of capital flight accurately and improve the civil liabilities.With the reform of the company law, the legal standard of the company’s registered capital has undergone major changes, subscribed capital system instead of the registered capital system, and that did not deny the authenticity of the capital and obligation of shareholder’s contribution obligation.This being the case, after the completion of the capital contribution, so long as the shareholder withdraws the funds, he should be charged with the corresponding punishment. Therefore, the author believes that there is still practical significance to study the problem of shareholders withdrawal of funds.The author mainly discusses the problem about the cognizance and the civil liabilities of the act under the subscribed capital system.The first chapter is mainly about the introduction of the activity, including its definition, characteristics and the differences between a few similar behaviors;For the sake of providing references for the judicial practice about the identification of withdrawing capital, the next chapter is mainly about the identification of this illegal activity. The paper expounds its components and highlights several common forms of this behavior;The third chapter focuses on the responsibilities of this illegal behavior. The author elaborate the administrative and criminal responsibilities briefly, then analyze the civil liability system from three aspects in detail, including the nature of responsibility and the ways for casualty to realize their relieves;Looking forward to preventing the behavior of pumping investment and maintaining the sustained and steady development of the social economy, the author write down the last part. This part is some reflections about the procedures of the illegal act, including procedures of the internal supervision and programs in relation to the litigation.