Regulation Of Civil Law Of Shareholder Withdrawing Of Transferring Capital

In the practice of China's Corporate Law, Shareholder Withdrawing of Transferring Capital is a general phenomenon that occurred in companies in recent years, while the corresponding adjustment of the law is relatively weak; especially the Civil Responsibility of shareholder withdrawing the capital has not been regulated. For the right and interests of creditors of the company, the company and other legitimate parties', the Administration of Justice can not evade the issue. In terms of responsibility system, the current China's Corporate Law only regulates the responsibility nature that the violating shareholder should take without giving any detailed methods, making it very difficult for other shareholders to claim for their compensation, losses or other remedies against the violating shareholders. From a view of comparative, the Corporation Laws in other countries generally give the other shareholders a series of remedies to compensate for their losses while at the same time, the remedies available to the other shareholders under the Corporation Law of the PRC are very limited even with the complement from a few of some internal guidance, judicial interpretation and governmental regulations. In conclusion, there exist considerable blanks in the corporation law of PRC in respect of the non-performance of or improperly performance of the obligation to pay the subscribed capital and liability of the shareholder for violating the obligations. Such blanks in law cause great difficulties for other shareholders to search remedies for their losses and against the violating shareholder, which also is the reason for the society phenomenon that many existing corporations in China have not fully paid corporation capital in various degrees. Obviously the existence of such phenomenon is not only harmful for creditors and other shareholders but also for the safety of transaction and construction of social credit. This paper focus on the rights restrictions and deprived of qualifications of shareholders, the specific responsibilities that directors, supervisors and executives should bear, direct action, and the perspective of derivative action to tell how to improve the Regulation of Civil Law of Shareholder Withdrawing of Transferring Capital.