Research On The Limitation Of Shareholders' Rights Of Defective Capital Contribution

As for the defective capital contribution,the Company Law of the People's Republic of China(hereinafter referred to as the Company Law)mainly prescribes the responsibilities which the shareholders shall undertake towards the creditors,breaching liabilities to other non-breaching shareholders,as well as the administrative liability which companies and shareholders shall assume,however,there is no detailed provisions stipulating that what kind of the influences it will have on the rights owned by shareholders which/who make defective capital contributions.Although there already have some studies on this aspects in the academic circles,while,most of them focus on what kind of the liability which are required to be undertaken by the shareholders for breach of contract,only a few of the provisions have clearly stated that the rights owned by the shareholders which/who have made defective capital contributions shall be limited.There is little theoretical guidance for and practical experience in whether the rights owned by shareholders which/who have made defective capital contribution shall be limited,what kind of rights shall be restricted,and to be specific,how to make restrictions on them,making it is difficult to put forward detailed solution which can be available to be put into practice.Therefore,under most circumstances,the equity of rights owned by all shareholders can not be guaranteed.Currently,the shareholders' rights protection system included in the Company Law is in the urgent need for further detailed regulations,however,according to the requirements for the balance of interest to be owned by shareholders,we must make some restrictions on the rights of shareholders which/who make defective capital contribution,by doing so,it is equal to other non-breaching shareholders,so that we can further promote the stable development of the capital market in China.Starting from the analysis on whether the shareholders which/who made defective capital contributions have the qualifications for shareholder,this paper conducts a systematic study on shareholders' rights system,clarifying the relationship existing between shareholders' qualification of those which/who made defective capital contribution and other shareholders' rights,drawing a conclusion that the rights to be owned by shareholders which/who made defective capital contribution shall be limited,and puts forward standards for limitations on the rights owned by shareholders which/who make restrictions and the ways of making them become available on this basis.Finally,in consideration of the experiences in the actual processes for legislations and judicial practices which have been obtained in recent years,this paper puts forward reasonable suggestions on how to perfect and limit the system to be applied for the shareholders which/who make,and further puts forward the visions of the system of delisting the shareholders which/who made defective capital contributions.