Research On Legal Issues Of Directors’ Liability In Capital Contribution

In order to meet the needs of in-depth development of market economy system reform,the capital system reform of subscription system is carried out in our country.Under the existing capital subscription system,there are no clear provisions on the relief of non-paid capital contribution by shareholders,which puts more emphasis on encouraging shareholders’ investment and results in weak protection of creditors’ interests.Therefore,in practice,there are cases of creditors suing directors to bear the responsibility of capital contribution call,and there is no shortage of courts to support the judgment of exert responsibility to directors.The case to the director’s responsibility to call in capital contribution is only a way for the court to balance the interests of creditors.However,the active judicial interpretation of the existing provisions on capital increase calls for a series of legal problems that need to be answered in judicial application.Therefore,it is necessary to combine corporate jurisprudence in order to better analyze the rationality of judicial judgment.In this paper,through the study of different judgment cases of directors’ contribution call liability in practice,this paper sorts out the judgment question of whether directors bear the contribution call liability for shareholders’ contribution falsely.Facing the legal problems arising from the current subscription system reform,it is necessary to strictly apply the judgment standard.And should further reform the company’s capital system,under the authorized capital system to build the director’s contribution call mechanism.In practice,it is conducive to the unification of judicial judgment,in theory,it is helpful to adapt to the general trend of capital system reform,develop mature system theory of director’s call,and in the long run,it is beneficial to achieve the balance among company capital enrichment,shareholders’ interests improvement and creditors’ interests protection.The details are as follows:The first chapter of the text,from the perspective of three cases about directors’ urging of capital contribution to damage the interests of the company,sort out the facts of the case and summarize the focus of the dispute,specifically for the identification of directors’ liability for shareholders’ false capital contribution.By comparing the judgments of different courts,it is found that the current judgment methods of directors’ responsibility for calling in capital contribution are found.In judicial cases,facing the appeal of directors’ responsibility for calling in capital contribution,the court: first of all,it is necessary to judge whether directors have the obligation to call in capital contribution,which is the premise of determining the liability for illegal behavior.Secondly,it is necessary to clarify the specific identification criteria of illegal behavior,whether the act of omission itself can be done,or whether it needs to have other constituent elements.Thirdly,even if the conclusion is made that the liability should be borne,in terms of the scope of liability,whether it is equal to the liability of the noninvestment shareholders and whether the liability of the directors needs to be limited.In the second chapter,based on the analysis of the meaning of subscription system,it points out that under the subscription system,the interests of shareholders and creditors are unbalanced,which excessively protects the rights of shareholders and pursues the autonomy of shareholders rather than the autonomy of the company,and ignores the protection of the interests of creditors.Under the registered capital subscription system,due to the lack of capital right to speak,shareholders have not fully performed the investment,causing the company’s management problems.Therefore,in order to balance the interests of the company and creditor protection under the subscription system,the accelerated maturity system of shareholder’s contribution is adopted.In the third chapter,the practice turns to investigate the director’s responsibility for calling in the contribution,which can be regarded as another way to protect the interests of creditors.However,since relevant regulations only make it clear that directors have the calling responsibility for shareholders who increase capital,there are differences on whether directors bear the calling responsibility under the general situation of shareholders’ contribution.Therefore,the rationality boundary of relevant judicial experience is analyzed here.In practice,it is feasible to judge the judicial experience of directors’ responsibility for calling in capital contribution,but the current law lacks the provisions on the power and responsibility of calling in capital contribution,so the corresponding judicial judgment lacks the legitimacy of the positive law.In view of this,it is necessary to analyze the investigation path of directors’ calling liability under the subscription system and authorized capital system.This paper analyzes the development of the director’s call system under the overseas authorized capital system,and combines with the introduction of the authorized capital system in the Company Law of the People’s Republic of China(Draft Amendment)(hereinafter referred to as the "Company Law(Draft Amendment)").On this basis,it provides a more clear direction for investigating the director’s call liability.The fourth chapter of the text,combined with the analysis of the first three chapters,put forward the feasibility of improving the director’s responsibility to call for capital contribution,the judicial aspect,maintain the existing legislative system,suitable for the judicial application of unified judgment standards.Legislation,return to the capital system,under the authorized capital system to build the director’s contribution payment mechanism.