Shareholders' Illegal Capital Contribution Obligations Of Legal Research

The system of the Modern Corporation,shareholders is an important content for the normal operation of the company,and have an important role to protect the interests of shareholders and creditors.Shareholders to fulfill the obligation of capital contribution is not only an important part of company's operation risk sharing,but also to the corresponding responsibility of shareholders' rights.Shareholders are the main sources of corporate capital,directly or indirectly related to the interests of the stakeholders.But in the actual operation of the company,the shareholders of the company funded default occurs frequently,a direct impact on the normal order of the company,"company law" to shareholders default provisions,on the basis of the "company law" to shareholders funded default problem analysis,enrich and improve shareholder breach of investment responsibility for the content.First of all,the analysis of shareholder breach of investment responsibility shall be investigated according to,from the sponsor person agreement and the articles of association of the company two aspects of shareholder investment basis of liability for breach of contract are discussed,according to its sponsor agreement and the articles of association of the company point of view of the nature of that stage after the establishment of the company and the establishment of the company,shareholders are to fulfill the obligation of capital contribution,and discusses the initiate agreement and the articles of association of the company conflict question of scope of application,that should,according to the different characteristics of different content of judgment.And then continue to shareholders of the demonstration obligation of capital contribution from the point of view of corporation and joint venture,the shareholder's investment behavior is the foundation of Corporation shareholders strict compliance with the obligations is an important content of company joint venture.Secondly,elaborated the shareholder to breach of investment responsibility of the subject of right,during the initial stage of company establishment,the breach of investment shareholders should be to the shareholders bear the liability for breach of contract,breach of contract shareholders to have shareholders bear the liability for breach of contract is legal,and this responsibility belongs to the no fault liability,the other shareholders can initiated in accordance with agreement and the articles of association of the company shareholders to default to its complement rental requirements,continue to fulfill the obligation of capital contribution,can also be in accordance with the relevant for the power to limit or even expulsion.In the company's capital,defaulting shareholders should bear the liability to the company,not only has the nature of liability for breach of contract and tort liability,the majority of scholars to be classified as no fault liability or strict liability,the Limited by Share Ltd has the right to require the defaulting shareholder to fulfill the obligation of capital contribution,the company can not pay off the creditor's rights,by refusing to do or by improper shareholder without investment repay the debts of the company within the scope of interest,the shareholder of the limited liability company arise default its responsibility mainly includes tax liability,terminate the investment agreement;defaulting shareholders should bear the liability to shareholders,is a breach of contract liability,general situation take responsibility in the form of compensation for the losses and pay liquidated damages to the company's shareholders' breach of investment;Creditors bear the liability for breach of contract,the company capital enrichment and creditors of the company have close contact,so the contact between the contribution obligation of shareholders and creditors of the company is close,shareholders funded default of creditors of the company bear the additional debt obligations.Again,for breach of investment responsibility of shareholders is discussed in detail,the difference between tax liability applicable to shareholdercontributions actual market value shortage situation,the difference is the amount of capital to pay the actual market value and shareholder value to pay the difference,the price difference between the value of investment judgment is the prerequisite and basis for the decision whether shareholders need to pay investment;compensation for damage is a common form of responsibility,often appear in the civil contract and tort cases,so the laws of all the countries on the liability for the damages were more clearly defined,the shareholders' breach of investment caused by damage to the overall interests of the company,the shareholders of the company shall bear the liability for compensation;warranty liability is pointed out.People can not guarantee third people contributed as the subject matter to the buyer any rights,if there are third people using the And the right to security in the underlying material for,investors should bear corresponding responsibility;of those reluctant to fulfill the obligation of capital contribution of shareholders,the company the of exhortation,if in specified time shareholders have yet to fulfill the obligation of capital contribution,and to pay the fund of,the company has the right of shareholder qualification of the lift;default shareholders extended investment,the company can require the default capital contribution of shareholders to pay overdue interest;shareholder fails to fulfill the obligation of capital contribution but also to pay a fine.When shareholders default contribution,initiated the shareholders to take the capital adequacy responsibility of companies,capital adequacy responsibility is legal,reflecting the value of fairness,efficiency,order and other method,including liability for warrant of subscription,pay guarantee liability,the liability for damage compensation.Finally,the paper discusses the special responsibility for the capital contribution of shareholders of default,in the aspect of limitation of rights,shareholder has little effect on the shareholder qualification for breach of contract,the rights for shareholders have certain influence,from two aspects of self-interest right and public right were discussed,in the transfer of ownership will be subject to certain impact.When the assignee to guide investment default transfer of validity of the contract,the transferee don't know breach of investment problem when transfer contract shall be invalid.Expulsion is due to some shareholder behavior to the interests of the company caused great losses and adverse effects,for this reason,according to the relevant provisions of the law or the articles of association of the company,the shareholders in the business sector registered in the register of shareholders shall be excluded.