On Shareholders' Capital Contribution Of Defective External Civil Liability

It is necessary to balance the interest of shareholders and creditors in the process of Company Law enactment, which is the starting point of Company Law in a sense. Company's property comes from shareholders, which is regarded as guarantee for company's creditors. Shareholders' capital contribution flaw damages both the ownership of company and the creditors' interest; therefore, it is strictly prohibited to the Company Law. Yet for lack of institutional arrangements and the weak sense of integrity, the phenomenon of shareholders' capital contribution flaw is widespread. The cases that company's creditors can't gain full money are so more that the balance between shareholders and creditors is appearing. So it is necessary to check the phenomenon of shareholders' capital contribution flaw and to protect the interest of company's creditors. It is sorrow that academic studies only emphasizes it on civil liability for shareholders to the company and other shareholders, however, there is little study on the civil liability of shareholders' capital contribution flaw, and it is oversimplified for correlative laws and judicial interpretations. This paper tries to study on the civil liability of shareholders' capital contribution flaw in order to protect the company's creditors. The paper discusses what is the justifiability and rationale of shareholders' capital contribution flaw, and introduces evolution of the system of outward civil liability for shareholders' capital contribution flaw in China, and points several drawbacks for the system of outward civil liability for shareholders' capital contribution flaw such as the lack of theoretical foundation, the low level of legislation, the narrow scope of application and the flawed rules, then tables proposals to perfect the system of outward civil liability for shareholders' capital contribution flaw.