Liability Of Directors In Case Of Defects Of Shareholders' Capital Contribution

In the process of company operation and management,directors play a very important role.Especially in the process of asset management,directors,as specific gatekeepers,are in charge of all the money and property of the company.Secondly,the current development trend of the corporate governance center is the board of directors as the center,so the director responsibility system must be clarified,and the rights,obligations and responsibilities of directors can be effectively adjusted.Third,in 2013,the company law,after correction for the company's statutory capital system of regulation has been effectively relax,which may lead to the shareholders of the registered capital subscribed at random phenomenon,and only in the current "company law to explain three" on the defective contribution shareholders should bear the relevant responsibilities,is still a lot of deficiencies.In the management process of the company,the chairman,as a specific manager,is professional and directly involved in the specific decision-making and implementation of the company,so he can actively grasp the specific operating funds of the company.Based on this,the directors can supervise the shareholders,and make the company's investment effectively realized through the related review and collection of the shareholders' investment.In view of the supervision subject of shareholders' subscribed capital,this paper believes that in the process of receiving assets,directors,as specific representatives of receiving,should bear the corresponding supervision obligations,which are both legal and contractual.In addition,in the third interpretation of the company law,in the process of capital increase,if there is a flaw in the performance,the company should bear the corresponding responsibility,the subject of which is directors and senior managers.There may be some confusion in the content of this article,and the corresponding responsibilities are not clearly defined,and the nature of such responsibilities is not explained.The above responsibilities borne by the directors are generated in the process of capital increase of the specific company.As for the shareholders' capital contribution defects,whether the directors should bear the corresponding responsibilities has not been effectively defined in the company law and judicial interpretation iii.Therefore,there will be some disputes in practice.In terms of the content related to the company's capital system,there is no effective basis for the accountability of directors.In fact,attention must be paid to this issue,so that the interests of all parties can be effectively protected.According to the study of the company law,you can see that the reform of the legal capital system,the main goal is to make our current corporate governance mode can obtain the effective development,make the director responsibility clear,effectively in legal regulation,to realize the national legislative trend to pursue,and more able to make the logic of the corporate governance can be effectively adapted to,make the company governance to the benign direction.In addition,in the third interpretation of the company law,the responsibilities of directors are clearly reflected in the fourth paragraph of article 13,and the right of recourse is also stipulated.Research from the company law of the content,on the shareholders' capital contribution,not provided for supervision and worth of the related content,although in the company law to explain three certain provisions of shareholder's defective capital contribution,including not to perform or not fully perform,the company can request to perform or failed to pay,but this kind of regulation has certain principle,not subject to specific supervision and program.This paper holds that the directors should be responsible for the supervision and collection of shareholders' contribution.