On Flaws Contributed To The Civil Liability Of The Shareholders

The capital of contribution of shareholders is a fundamental issue in the company law. The shareholders'contribution acts as the basis of assets partitioning, which plays the essential role of company law. Also, shareholders'capital contribution provides guarantee to the corporate creditors, and generally shareholders'interest correspond with their contribution. But the capital contribution flaws of shareholders always occur in our country, which harms the interests of other shareholders, corporations and the corporate creditors, and incurs all kinds of lawsuits. Chinese Company Law establishes some basic rules on the civil liabilities of the shareholders who violate capital contributions duties, but the basic rules are too fundamental to carry into execution. After a thorough review on domestic legislations, cases and theories, this essay tries to consummate the construction of civil liabilities of shareholders who violate capital contributions duties.Chapter one analyzes the nature of duties of shareholders'capital contributions, defines and classified the capital contribution flaw. It seems like duties of shareholders'capital contribution are based on the sponsor's agreement, the articles of association and company law, but actually company law is their only source. The duties imposed by the sponsor's agreement should be classified as contract duties, while the duties imposed by the company law should be classified as statutory duties. Then the duties imposed by the articles of association can be classified as contract duties and statutory duties.Chapter two analyzes whether the violators can be recognized as shareholders, and whether the violators'share can be transferred. Firstly, the violators can be shareholders in virtue of the contents of shareholders'roster, the registration in administration of industry and commerce, etc. Secondly, shareholders have legal rights to transfer their shares, which can't be limited by the articles of association or whatever. Thirdly, the transferor shall responsible for his defective capital contribution, while only the malice-will- transferee shall take the responsibility. Chapter three analyzes the civil liabilities of the shareholders who violate capital contributions duties toward the company, other shareholders and the creditors of company. Firstly, the violators should be responsible for other shareholders owing to breach of contract. Secondly, the violators should take special civil liabilities toward the company owing to Capital Substantiating. Thirdly, the violators should be responsible for the creditor of company owing to disregard of corporation. Finally, the liable parties after the transfer of shares are determined by the kind of transferences.Chapter four analyzes Chinese company law and other statue, and on the base of aforesaid, this chapter makes some suggestions on legislation.