Research On The Applicable Of Shareholders Of Limited Liability Companies For Breach Of Contract

Enriched capital plays an important role in the normal operation of the company and the protection of creditor rights.Because the company's capital is mainly from shareholders' capital contribution,shareholders' failure to pay the full amount of capital on time will damage the interests of the company and various creditors.At this time,how to determine the capital contribution responsibility that shareholders should bear becomes crucial.The academic community generally divides the shareholder's investment responsibility into capital fulfillment responsibility and capital contribution default liability.The shareholder's liability for breach of contract as a "default" shareholder's liability for breach of contract is very important to ensure that shareholders are fully invested.As for the shareholder's liability for breach of contract,there are still many unclear laws in China,which may cause confusion in theory and practice.This paper takes the limited liability company as the research object,and analyzes the case of the liability of the limited liability company's shareholders to bear the liability for breach of contract,and it can be analyzed that the problems of the liability of the shareholders of limited liability company for breach of contract in judicial practice: First,the shareholder's liability for breach of contract before the establishment of the company is different from the liability for shareholders' default after the establishment of the company,and there is no distinction in judicial practice.Second,in the judicial practice,the basis for determining the shareholder's liability for breach of contract is inaccurate.Third,in the judicial practice,the subject of the claim for the shareholder's liability for breach of contract is unclear.Fourth,in the case that only the company sued as a plaintiff or has paid the full amount of the capital as a plaintiff,the court's determination of the litigation status of the shareholders or the company is inconsistent in judicial practice.Fifth,the form of commitment of shareholders to default on liability for breach of contract is not perfect.To solve the above problems in judicial practice,it should be improved from the following aspects: First,to distinguish shareholder's liability for breach of contract according to the establishment of a limited liability company.It can be divided into shareholders' default liability when the company is not established and the company's shareholders' default liability after the establishment.The former also covers the shareholders' default liability when the company fails to establish and the shareholders' default liability for the establishment of the company.Second,The basis for clarifying the shareholder's liability for breach of contract is based on the sponsor agreement before the establishment of the company,and is based on the company's articles of association after the establishment of the company.Only when the company's articles of association do not stipulate the shareholder's liability for breach of contract,it is based on the sponsor agreement;when the provisions of the company's articles of association regarding the shareholder's liability for breach of contract conflict with the content agreed by the sponsor agreement,the company's articles of association are based.Third,to unify identification of the scope of the claimant's right to claim liability for breach of contract.On the one hand,to expand the scope of “sufficiently paid shareholders”.On the other hand,to clarify the qualifications of the company's claim.Fourth,to clarify the company and the full payment of the litigation status of the capital shareholders.When only a shareholder who has paid the full amount of the capital filed a lawsuit,the court shall add the company to participate in the lawsuit for the joint plaintiff.When only the company files a lawsuit,shareholders can apply as a common plaintiff.When the company and the shareholders who have paid the capital in full have filed separate suits,the two cases should be combined.Fifth,in view of the imperfect form of the shareholders who have not paid the full amount of capital contribution to the company,first of all,the nature of the responsibility of the shareholders to continue to perform the capital contribution responsibility to the company;secondly,to increase the form of shareholder's liability for breach of contract by reference to the form of commitment to breach of contract;finally,the company is given the right to limit the contribution of the defaulting shareholders.