Shareholders Of A Limited Liability Company Funded The Defects And The Responsibility To Assume A Number Of Issues

In the corporation law, the capital contribution of shareholders which acts as a key measure of shareholders' responsibilities and rights in a corporation is of importance to the corporation, its shareholders and its creditors.The shareholders' capital contribution is the main source to form the corporate capital and also acts as the physical and financial basis of the corporation in terms of incorporation and existence. And the credit of capital contribution of shareholders is the foundation of the corporation's credit and reputation.Capital contribution's a foundamental duty of shareholders, is based on a corporation's charter which defines the details of this duty,such as its amount and time limit. But the capital contribution flaw of shareholders often occurs in reality, in the form of default,delay, false valuation or flaw of material capital contribution and so on, which may harm the interests of other shareholders, the corporation and its creditors. Thus the shareholders need to bear civil liability which has complication. For the sake of convenience, the article focuses its discussions on capital contribution flaws and related liabilities in limited liability companies.This article is divided into three parts:The first part begins with a discussion about the importance of capital contribution system for corporations and general rules governing the former,and after an analysis of the concept, type, nature and consequence of capital contribution flaw, further discusses the nature of shareholder's legal liability caused by capital contribution flaw and the way of undertaking it.The second part is a comparison of relatively developed foreign countries' corporation laws of capital contribution flaw and related legal liability,aiming to help make improvements in our country's legislation in this respect.The third part consists of several suggestions of consummating our country's legislation governing capital contribution flaw and resulted shareholder's legal liability.