Study On The Civil Liability Of Shareholders Misappropriating Capital To Creditors Of The Corporation

As an important source of the corporate capital,shareholders' investment provides a vital guarantee for the company to undertake the due obligations,which is related to the interests of the creditors of the company.However,in fact,it often occurs that shareholders violate the obligation of investment,such as withdrawal of capital and violation of creditors' legitimate rights.But there is no uniform applicable standard for such cases in judicial practice,which has led to consideration and argument in theoretical and practical circles.For this issue,Article 14(2)of the "Company Law"(Article 3)prescribes that the shareholders who have capital flight should be responsible for the part of the company's debt that can not be repaid within the scope of the withdrawal of the capital interest,while the author believes that the rationality and effectiveness of this stipulation remains open to question.On the one hand,there are different theories about the legal basis of the provision,which is necessary to clarify.On the other hand,the provision does not distinguish the nature and severity of this flight behavior and request the shareholders to bear civil liability to creditors,which seems to be more inclined to protect the shareholders,especially serious withdrawing shareholders.It's easy to make the interests between shareholders and creditors out of balance.Therefore,the author advocates that the introduction of personality denial system to regulate the flight of investment behavior,in order to perfect this civil liability system.This thesis mainly studies the civil liability of the shareholders to the creditors of the company through the literature research method,the empirical analysis method and the comparative analysis method.First of all,analyzing about the current situations of the civil liability of the shareholders who withdraw capitals to the creditors,it starts from the behavior of the shareholders to withdraw investment,and points out the direct and indirect infringement to creditors.And then,it analyzes the different theories about the legal basis of this provision on the basis of the judicial explanation of the civil liability of the shareholders.What's more,the thesis defines the rationality of "independent responsibility" and interprets the judicial interpretation under the concept of corporate interest balance,then points out its defects: the irrationality of shareholders' complete responsibility to the creditors and the absence of the corporate personality denial system.Secondly,considering the shortcomings of the legal provisions,the author thinks about the improvement of the judicial interpretation in view of its shortcomings.This paper advocates that there should be a reasonable standard between slight withdrawal and severe flight and make some differences between them.,and punish the shareholders who withdraw investment badly in the way of bringing in the corporate personality denial system.The thesis introduces identification,characteristics and applicable elements of the corporate personality denial system and analyzes the necessity of introducing it.And in this way it lays a theoretical foundation for the perfection of the system in the latter part.Finally,it tries to perfect the civil liability system of the shareholders to the corporate creditors.Complete the specific design of corporate personality denial system when shareholders withdraw capital,setting about the constituent elements,and give some specific proposals from the legal provision perfection and the reference of judicial practice.On the basis of analyzing and summarizing a large number of research results,following the approach of asking questions-analyzing issues-solving problems,with the benefit of the concept of interests balance,this thesis points out the defects of judicial interpretation about the obligation of those who withdraw capital and advocates to punish them in the way of bringing in the corporate personality denial system after demonstrations at every level.Additionally,it puts forward some reasonable proposals about the refinement of this system.The arrangement of this system is useful to protect the creditors' profit and make a balance between their interests.At the same time,it also provides a theoretical basis for the trial of such cases in judicial practice.