Discussion On Issue Of Invalid Capital Contribution In Limited Corporation

Invalid capital contribution usually appears in judicial practice, but it is short of systematic and theoretical study on this issue. This article will discuss on legal theory of invalid capital contribution and legal regulations ,which start with two realistic cases and limited to corporation promoters' capital contribution in limited corporation.First ,according to the theory of civil action , this article will define invalid capital contribution as that after a corporation founds, because of flaws of capital contribution, accordingly, shareholders lose their share by administrate and corporation will not accept contributions or return them to shareholders.By legal analysis of invalid capital contribution, capital contribution can be regard as the combination of action of debts and procession .Although capital contribution is involved in foundations of corporation and have especial natures, invalid capital contribution can be coordinate with theories of procession actions and commercial appearing .At the same time ,we can gain theoretic judging of invalid capital contribution from theory of corporation's personality ,theory of equilibrium and theory of company's obligation to the public .Invalid capital contribution also can embody valuableattitudes of just, efficiency and order. So theoretically invalid capital contribution is rational and meaningful .Existence of invalid capital contribution based on it's a course that capital contribution surpass corporation 's foundation and checking corporation 's registration is only literately .While shareholder lack deposing capacity, or capital contribution conflict the public good and other prohibition of law ,invalid capital contribution can be judged .While capital contribution attach to swindle , invalid capital contribution cannot be judged until the shareholder lack the capability of bearing responsibility of the shareholders contributing capital with flaw for corporation .While the types of physical capital appear differ from the instances of corporation code , judgment of invalid capital contribution is not necessary .Invalid capital contribution causes deprivation of share ,which lead to the change of constitution of right of shareholders ,as the vacancy of capital can not be filled ,U's possible that corporation reduce capital .corporation disintegrate or denial of a corporation's personality occurs.At last, consult and follow some national legal mode, this article afford some legal suggestions ,and stress that the legal importance of invalid capital contribution is not literate expressions ,but adjust ions and implements which link to deprivation of share ,the responsibility of the shareholders contributing capital with flaw for corporation and reduction of corporation' capital ,then we can find a right way to arrange invalid capital contribution.