Limitation On Shareholders’ Rights Of Defective Contribution

Once the shareholders’ commitment of contributions is be recorded in theArticles of Association, he must pay the capital contribution completely and timely.Or it would result in shareholders’ defective rights.Judgment opinions are not uniform among district courts due to inadequate legalprovisions. It has brought adverse impact on the community.On the basis of studying on the Chinese legislative and judicial practice, theauthor analyzes defects of legal provisions which is about limitation on shareholders’rights of defective contribution, and proposes the idea of making the manner perfectabout how to limit on shareholders’ rights of defective contribution.Chapter1provides summarization of shareholders’ rights of defectivecontribution. To begin with the concept of shareholders’ right, introduce its featuresand content. Then give the definition of defective contribution, relevant provisions ofChina’s Corporate Law have implicated the understanding of defective contribution,even though there is no clear definition in the corporate law. Finally analyze its impacton the shareholders’ rights.Chapter2provides theoretical analysis about the limitation on shareholders’rights of defective contribution. Firstly, analyze the classification of shareholders’rights which are needed to be limited and generalize the mainstream view in academiccircles and analyze the manners of how to limit the shareholders’ rights. Make it clearthat limitation will be feasible. Chapter3according to current legislation, provide analysis the defect of ourprovision about limitation on shareholders’ rights of defective contribution, thelimitation to the right of distribution of property, the right to distribute surplusproperty, right of first refusal and voting rights will be emphasized. Then analyze theplight of justice with combination of cases.Chapter4depicts the systematic establishment of the limitation to shareholders’rights of defective contribution. Firstly, on the basis of current legislation, put forwardsound recommendations in law amendment and propose how to make sure of theeffectiveness of the articles of association provisions. Secondly, put forward soundrecommendations of how to trial, with or without the provisions of articles ofassociation, a few common but important rights such as voting rights will beemphasized. Finally, the paper provides with the discussion of the consequent legalsuggestion of defective contribution and put forward new idea in designing of thesystem of shareholder removal.