Limited Defects Funded System

The principle of capital maintenance is one of the fundamental principles of corporate law, and it is constitute the basis for the company's limited liability. To guarantee the Principle the shareholders shall perform the duty of contribution. Shareholder's contribution is very important for the shareholders, corporation and the creditors of the corporation. The shareholders obtain their rights in the company and bear limited responsibility within their limited contribution of capital; As for the corporation, the contribution of capital is the essential condition for incorporation of the corporation as well as the material guarantee for corporation operation; as for other shareholders of the same company, due to the person cooperation of the shareholders of the company with limited liability, it is not only the request of the articles of the association to duly perform obligation of capital contribution, but also the demand for the better development of the corporation, as well as the purpose to incorporate the corporation; as for creditors of the corporation,it is the minimum level of respect for the creditors of the corporation and the minimum requirement for compliance with the market dealing.Chapter I gives an account to the capital contribution flaw. First, as for the implication and legal sense of the capital contribution, basic jurisprudential analysis is conducted according to the requirement on capital contribution under the Company Law. Secondly, as for the implication of such flaw, several form of such flaw in practice and contribution method permitted by Company Law and capital contribution flaw to be shown, the latest interpretationⅢfor the Company Law specifies new capital contribution flaw normalized, with its standard as source of contribution, and defined indirectly by it.Chapter II is to discuss the legal status of the flawed investor. Take over qualifications of the Shareholders generally, then perform this issue in the case of the capital contribution flaw, given argument to a conclusion from theory and practice. Then describes the content of the equity and the flawed investors do not get the full sense of the equity as shareholders.ChapterⅢis about the civil liability to the flaw contribution, including the civil liability attribution arising after the equity transfer. First, discuss the subject bearing responsibility. Secondly, regarding the manner and scope of the responsibility according to various aspects of information and analysis obtained.ChapterⅣdiscusses the problem of the flaw contributive equity transfer. This problem starting from the equity transfer itself, then discuss the equity transfer contract, and the effectiveness when the flaw contributor's equity transfer contract entered into in specific circumstances.