Research On Shareholders' Liability For Breach Of Contract

Shareholders' capital contribution of contractual significantly have enhanced since subscribed system reform at the end of 2013 in China,and company capital enrich more dependent on shareholders "consciously" commercial credit ethics.However,Chinese judicial practice "not pay" for shareholders of investment disputes seemed to suggest that China's current social credit system of credit system is not matching subscribed path of high demand.Shareholders' investment responsibility of appropriate structure will become personal commitments can get the key to implement under the system of subscribed,because the strongly controlled shareholder investment behavior has converted into a private contractual arrangement.Investment responsibility regulation as the key content of afterwards supervision measures to restrain shareholder fails to perform or improper performance of the commitments the default behavior.Shareholders' capital contribution for breach of contract is not a proprietary company law noun,and Chinese traditional company law treat it as a shareholder's defective capital contribution subordinate concept of responsibility system in company with capital full responsibility.The author thinks that liability for breach of shareholder's contribution as the basis of the liability system of shareholders' defectivecapital contribution is responsibility of shareholders for their dishonest investment which is different from the sponsors or shareholders of capital contribution by others dishonest acts by fulfilling the responsibility shall be investigated for capital.The shareholders have no need to go to full responsibility for capital if their capital contribution breach of contract can give full play to it urged the rules of the shareholders' full capital contribution obligations.Therefore,this article will have a discussion on the problem that recognition and application of liability for breach of shareholder's contribution in law and analysis of the definition and related disputes.In order to under subscribed system better able to play a role of shareholders' capital contribution of the liability for breach of contract supervision afterwards and supervise and urge shareholders honors its commitments.Article 28,paragraph 2 and article 83,paragraph 2 of Chinese company law provides that the limited liability company shareholders and the sponsors of a joint stock company "liability for breach of contract" for "Not according to the provisions of the preceding paragraph to pay capital contribution".However,these two laws only have been clear about the shareholder capital contribution for breach of contract including the main responsibility of the limited liability company shareholders and promoter for the establishment of a joint stock company.But it is not enough for a complete description shareholder capital contribution in terms of liability for breach of the rules.The simplicity of legislation will inevitably lead to chaos in the judicial practice.The article in the method of empirical analysis mainly summarizes four types of main practical problems of shareholder capital contribution in the acknowledgment and apply liability for breach of contract in the field of Chinese judicial practice.Firstly,the applicable scope of the Shareholders' liability for breach of contract is not clear.Secondly,the foundation of the Shareholders' liability for breach of contract is not unify.Thirdly,the other party of the Shareholders' liability for breach of contract is misjudged.Finally,the responsibility means of the Shareholders' liability for breach of contract is inadequate.These practical problems suggest that rules on liability for breach of shareholder's contribution in current China is "incomplete".Therefore,the rule should be clear and perfect from the aspect oftheory and legislation.Thus this paper makes a systematic study on the liability for breach of shareholder's contribution based on the structure of "practical problems-solutions" and on the basis of the comprehensive views of scholars and relevant legislative experience outside the region.Chapters on the four types of practical problems from theoretical level traced back and put forward the corresponding solution countermeasures and reasoning.Then the article offers shareholders' capital contribution for our country company law to perfect the feasibility reference for the related rules of liability for breach of contract.On the basis of this,rules on liability for breach of capital contribution by shareholders can be better realized deterrence of shareholders' full performance rules of investment commitment.In order to effectively solve and restrain the increasingly serious problems the shareholder's "subscribed but not paid" and other capital contributions are dishonest after the reform of subscription system.