| In the company capital system by the statutory capital system into fully subscribed system background, the shareholder investment responsibility inevitably appeared many perfect.this could not solve the problem.For the regulation of many paths, company law path should be a top priority and the most effective choice.But in the current company law shareholders investment responsibility system, cannot completely solve the cancel the minimum registered capital amount change problem, cancel the shareholders paid in required time changes caused by the problems such as new controversy.Therefore, it is necessary from shareholders subscribed but not paid in behavior shareholder capital contribution in terms of responsibility to sort and specifications. In the company capital system by the statutory capital system into fully subscribed system background, the shareholder investment responsibility inevitably appeared many perfect.this could not solve the problem.For the regulation of many paths, company law path should be a top priority and the most effective choice.But in the current company law shareholders investment responsibility system, cannot completely solve the cancel the minimum registered capital amount change problem, cancel the shareholders paid in required time changes caused by the problems such as new controversy.Therefore, it is necessary from shareholders subscribed but not paid in behavior shareholder capital contribution in terms of responsibility to sort and specifications.Assumption of responsibility and obligation of nature, so the shareholders subscribed but not paid in the study of the civil liability, also should with the discussion of the nature of the capital contribution obligation as a starting point to the shareholders.The traditional judgment on the nature of shareholder capital contribution obligation to stay on the surface, think the obligation of shareholders’ capital contribution from shareholder agreement between about qualitative determines the investment obligations.But this view ignores the boundaries of any method and force method.Although the company law endows the shareholders and the company autonomy, but this does not mean that the agreement between the shareholders can against the mandatory provisions of company law.For the nature of the shareholders’ capital contribution obligations, not just judging from the surface of the shareholders’ capital contribution obligation source, and from the social relationship of crystallize deep judgment:for in terms of capital contribution obligations between shareholder and purely personal, its nature should be about qualitative, but for capital contribution obligations involved between shareholders and company, after the shareholder promise once freely subscribed should is statutory.As a logical starting point, can correctly define shareholders subscribed but not paid in behavior of the civil liability question.Subscribed but not paid to shareholders, should be the amount of time and two dimensions.In terms of time dimension, will divide the two levels, one is the level of the subscribed investment make time:first time prescribed with the change, is a commitment to the level of the capital contribution period:unlimited and limited.In terms of amount of dimensions, also need to be divided into three levels, an amount paid in that time:the first prescribed with the change;One is paid in amount of standards:the standard in both form and essence standards;There is a question of the effectiveness of the amount is paid in.By shareholders subscribed but not contributed to define the behavior, can take a shareholder subscribed but not paid in civil liability can be divided into two parts: general liability forms and special responsibility.For general liability form, the main should be standard social relations to untangle contributive responsibility of breach of contract and capital full responsibility.For special liability forms, there are three different forms, respectively is to accelerate due, under the company personality denied capital significantly deficient independently and equity mix of creditor’s rights. |
