Restriction On The Rights Of Shareholders With Defective Capital Contribution

In the entire Company Law legal system,corporate capital system undoubtedly has the coreposition.It is not only the foundation of the company law system,and through them,play animportant role.The company law after three times fixed has increasingly improved,and itbreakthrough the legal capital system,allow shareholders in the pay after first time,the paymentby installments capital contribution.This system is a double-edged sword:on the one hand itraised all the people’s investment enthusiasm,made the market economy prosperity,promote thewhole society economy more steady development;on the other hand,it objectively increased therisk of capital contribution defects,provide a gap for flaws capital contribution.In practice,thereare a large number disputes exist,this is not only make inroads on the benefits of company、fullspecified amount investment shareholders and creditors,but also make a negative impact on thesocialist market economy order maintenance and the development of the social credit system.Thenewly published 《Provisions of the Supreme People’s Court on Several Issues concerning theApplication of the Company Law of the People’s Republic of China(Ⅲ)》 make therole that theflaws contributive person have to restricted their rights,but this clause lacks of clearconcreteness.Under this circumstance,defects capital contribution the qualification cognizance ofthe shareholders is considered to be a logic starting point,analyze that the flaws contributiveperson should have their own shareholder’s qualification.According to this,the flaws contributiveperson’s stockhoder’s rights should be confined,and use the analysis method、individual analysismethod to analyze this situation,propose the standard of the flaws contributive person’sstockhoder’s rights and corresponding path,and then put forward the related tip of perfection oflimit the rights of flaws contributive shareholders.This paper is divided into four chapters,each chapter’s basic content are as follows:The first chapter is briefly defect the shareholders’ defective capital contribution,definite theform of the shareholders’ defective capital contribution,make more convenience for us to observeand analyzes the root cause of flaws investment shareholders,solve the limitation of rightsbetterly. The second chapter analyze the relationship of investment and the qualification cognizanceof the shareholders respectively with shareholder qualifications,based on this,combined with theprinciples and standards of shareholders qualified,and then,some related theory,considered thatflaws capital contribution does not necessarily produce qualitative impact on shareholdersequality.Defects contributive person can own the status of the shareholder.The third chapter proceed a further analysis of law.Analyze the necessity of the limitation ofthe shareholders’ rights.Based on the perspicuity of the relationship between shareholderqualification and the stockholder’s right,discussed the shareholders’ rights system.Thereunder,shareholders’ rights to exercise limited capital flaw also has the nature of legitimacy.Oncondition that the necessity and the legitimacy had at the same time,how to refine the rights offlaws investment shareholders is based on some different analysis methods,finally, make somespecific discusses.The fourth chapter mainly describe the regulation approach of limit the rights of flawsinvestment shareholders.Suggest some legal consideration to consummate restrictions of flawsinvestment shareholders rights in our country,and make a few brief analysis to the phenomenonthat restore exercising the rights after the investors contribute to make up the insufficient part andthe expulsion of shareholders system.