Research On Civil Liability Of Shareholders False Capital Contribution To Corporation Creditors

The false capital contribution of the shareholders damages the integrity of the corporation capital and thus the interests of the corporation creditors.Therefore,when the corporation is unable to perform its obligations to the creditors,the false capital shareholder shall bear the supplementary liability for the corporation creditors to the extent that it does not actually contribute the principal and interest.However,in actual civil activities,the creditors outside the corporation could not effectively understand the capital contribution of the internal corporation shareholders,so that the creditors could not effectively assert their legal rights to the false capital contribution shareholders.Therefore,it is necessary to study the civil liability system for the shareholders false capital contribution to the corporation creditors,in order to protect the interests of the corporation creditors.In the process of studying the civil liability system of the shareholders false capital contribution to the corporation creditors,this paper refers to a large number of extraterritorial relevant legislative cases of the civil law countries and common law countries,and summarizes and extracts the references for Chinese corporate legal system.On this basis,it has formed suggestions to improve the civil liability system of the shareholders false capital contribution to the corporation creditors.The content of this paper is divided into four chapters:The first chapter is an overview of the civil liability for the shareholders false capital contribution to the corporation creditors.This chapter mainly summarizes the civil liability of the shareholders false capital contribution to the corporation creditors from the concepts and characteristics,the analysis of related concepts,the civil liability system and the research value.The second chapter is Chinese civil liability system and deficiencies for the shareholders false capital contribution to the corporation creditors.This chapter first analyzes the civil liability system of the shareholders false capital contribution to the corporation creditors from the constituent elements,the nature of the responsibilities and the remedies.Secondly,it analyzes the shortcomings in the civil liability system.The third chapter is the extraterritorial legislative cases and enlightenments for the civil liability system of the shareholders false capital contribution to the corporation creditors.This chapter analyzes the relevant legislative cases of the civil law countries and common law countries,and summarizes the references for the relevant legislation in China.The fourth chapter is the suggestions to improve the civil liability system of the shareholders false capital contribution to the corporation creditors in China.This chapter puts forward the suggestions of this paper from six aspects in the previous analysis of the deficiencies in Chinese existing system:first,to define the meaning of "shareholders false capital contribution”in the corporation law;second,to improve the proof burden of the corporate creditors after the transfer of false capital;third,to clarify the way for the corporation creditors to remedy when the shareholders make false capital contribution;fourth,to rationalize the order of compensation of the creditors when the false capital contribution shareholders are also the creditors of the corporation;fifth,to clarify the premise that the false capital contribution shareholders are responsible for supplementary compensation;sixth,to strengthen the disclosure of the corporation shareholders capital contribution information.