The Repayment Sequence Of The Company's Shareholder Creditor Making A False Capital Contribution

When the company goes bankrupt, the shareholder always claims that he is the creditor of the company, he demands he and other creditors should be equally paid, but at the same time the shareholder's funding is not real or the shareholder has other injustice behavior. If at this time the shareholder is allowed to be equally paid to other creditors, it is clearly unfair, however under the current legal framework the shareholder making a false capital contribution only has the responsibility of making up for capital contribution, compensating for the shareholders whose capital contribution is on time for breach of contract and the liability towards the creditors, and the shareholder and other creditors are equally paid. On March 31, 2015, the supreme people's court issued a typical case, in this case the judge referred to " Deep Rock Doctrine " of the United States, and gave judgment that the shareholder making a false capital contribution is paid after the other creditors, broke through the law in our country, this judgment is of profound significance for the introduction of " Deep Rock Doctrine " to our country, This paper is just about the analysis of this typical case.This paper is divided into five parts:The first part, the author introduces the cause of the case, the basic situation of the case, and the result of the trial, and then summarizes the focus of dispute of the case, namely, the repayment sequence of the company's shareholder creditor making a false capital contribution.The second part, around the focus of dispute, under the current legal situation in our country that there's no rule that the shareholder creditor making a false capital contribution is paid after the outside creditors, the author analyzes the legitimacy and rationality of the court judgment from the jurisprudence of the concept of justice, fair principle, the principle of good faith, principle of creditor equality of Civil Law, and the limited-liability system and the responsibility of shareholders making a false capital contribution of Corporation Law.The third part, the author analyzes the applicable elements in this case, including the subject of application, applicable behavior, doctrine of liability fixation, the result element and the distribution of burden of proof. The subject of application is divided into the subject of rights and the subject of obligations, the subject of rights of the case is the creditor based on the contract debt, the subject of obligations is the shareholder, the applicable behavior is making a false capital contribution, the doctrine of liability fixation is the principle of no-fault liability, the result element demands the shareholder's behavior has caused the damage of the creditor, and due to the fact that making a false capital contribution is clear the requirements for the burden of proof is not high. The author compares the applicable elements of the case with the regulation of the Taiwan area of our country and the foreign countries at the same time, concludes that subject of obligations should not be only shareholders, should also be controlling shareholders, and applicable behavior should be changed to examine whether there is the fact of inadequate capitalization.The fourth part, the author analyzes the consequences of this case including negating the shareholders' right to be equally paid, negating the shareholders' right to offset, denying shareholder's right of exclusion, reasonable restrictions of application- punitive or compensatory, the judgment of this case denied the shareholders' right to be equally paid, adopt compensatory principle, the judge passed the judgment that the shareholder creditor is paid after the outside creditors within the range of the deduction because of the false capital contribution.The fifth part, the author summarizes the research conclusion of this case, compared to the cancellation right on the bankruptcy law and system of the disregard of corporate personality of the Corporation Law, " Deep Rock Doctrine " can protect the interests of the creditors better, the author hopes our country will introduce " Deep Rock Doctrine " into law as soon as possible.