A Study On The Restriction Of Voting Right Of Defective Contributing Shareholders

The most important obligation of shareholders is the obligation of contribution,and shareholders' contribution regulation is the main concern of China's Company Law.But the amendment of the Company Law in 2013 exacerbated the defective contribution in China because of the cancellation of the restrictions on the minimum registered capital of the general company and the proportion of the actual contribution of the registered capital.In order to regulate the shareholder's capital contribution,the Third Interpretation of Company Law set a limit clause for the defective contributing shareholders,sadly,it didn't specify whether the voting right of the defective contributing shareholders are within the scope of restrictions and how specific restrictions are imposed,and that is what this paper is aiming to study.This paper observes the overall system of shareholder's capital contribution regulation,and divides the shareholder's capital regulation system into the front-end control and the follow-up regulation.The subsequent regulation is divided into the remedial regulation,the limited regulation,and the loss-based regulation.Comparing the shareholder's capital contribution regulations in China with the regulations in Germany and the United Kingdom from the perspective of comparative law,and in the light of the current status and characteristics of the regulatory approaches within the shareholder's capital contribution regulation system in China,this paper argues that in China,where there is a lack of the front-end control,the limited regulations,especially the voting right restriction of it,does have a strong necessity to be established.On this basis,it discusses the respective legitimacy of the paths of restricting the voting rights of the defective contributing shareholders,such as the fully autonomous path,the corporate autonomy and judicial intervention combined path,and it finally chooses the combined type as our country's confrontation by comparing the advantages and disadvantages of each of the two paths.After determining the basic path,considering the fact that China's current defective contributing shareholders' rights-restricting provisions do not clearly specify the limits of voting rights and that the provisions themselves are also imperfect,this paperproposes that an independent provision should be made,and proposes the applicable objects,the circumstances,the start-up parties,the restriction procedures,the extent of limitation and the linkage between other follow-up regulations and the limited regulation.