Civil Liability For Shareholder Defective Investment

In the corporation law, the capital contribution of shareholders which acts as a key measure of shareholders’responsibilities and a rights in a corporation is of importance to the corporation,its shareholders and its creditors. The capital contribution of shareholders decides on the establishment of a company and its ordinary operation, the acquisition and limitation of qualification of shareholder and safeguarding and protecting thebenefit of creditor. Therefore it needs to be focused and safeguarded by law.In actual society, our company shareholder invested blemish question is extremely serious, already affecting the whole economy and society for the normal operation of the credit system, the tremendous impact, shareholders’ contribution flaws affect the company’s legal personality, infringe upon the company property,, and it is also a threat to the company’s creditors. officers. The Corporate Law and the Judicial interpretation three improved on the legal responsibility of stockholders because of defective capital contribution, thought the provision is still curt and less operability.Based on above analysis, the article begins with legal limits of the capital contribution, Which leads to the concept of shareholders defective capital contribution. Defective capital contribution has its own nature, characteristics and manifestations, Different forms of shareholders defective capital should have different legal responsibility,and the object who bear the responsibility is also different.We can distinguish the liability for the civil liability、 administrative responsibility and criminal responsibility based on the form of liability.And the responsibility of objiect is including the responsibility to he company, the responsibility to other shareholers and the responsibility to the creditors of the company. We have researched on correlated institution construction in several countries including France, Germany, Japan, of Mainland legal system, and American、Britain of British and American legal system, and through the analysis of our country’s contribution, Point out that compared with other countries, the liability to the company、other shareholders,and the credits of the company’s contribution of our country existence more loophole and flaw. Consists of several suggestions of consummating ourcountry’s legislation governing capital contribution flaw and resulted shareholder’s legal liability.