The Civil Liability Of Shareholder Defective Capital Contribution

Capital contribution of shareholder is the first priority and the only obligation for the company, shareholder perform its capital contribution obligations, he will have no obligation and no more responsibility for the company. If shareholder flaw capital contribution, defective capital contribution behavior will lead to civil liability. In practice, the defective capital contribution often occurs. In the legislation there is no word expresses defective capital contribution and scholars have have different view of it. Shareholder should bear the obligations because of defective capital contribution, first of all we should define the the behavior and performance form of defective capital contribution. Secondly, shareholder must obtain the qualification and rights of shareholder through investment, shareholder who have the qualification of corporation can claim the shareholder to bear the civil liability of defective capital contribution based on shareholder’s defective capital contribution. Shareholder defective capital contribution does not affect shareholder qualification confirmation, but will limited equity. Corporate law in each country regulates civil liability of defective capital contribution, the civil law countries and common law countries choice different capital system, as a result of different shareholder capital contribution, so the defective capital contribution of civil liability has different regulations and characteristics. The main features of the civil law countries is that shareholder should bear responsibility actively for defective capital contribution behavior, the other shareholders have jointly and severally liable if they have fault responsibility. The characteristics of the provisions of the common law system lies in individual responsibility of the shareholder and the loss of their qualifications. Civil liability of defective capital contribution of shareholder of our country reference to the rules of other civil law countries from the content, the regulation of civil liability covers all regulation of the mainland legal system country and lack of originality. Shareholder who flaw capital contribution shall bear civil liability to the company and in a certain situation shall be liable to full specified amount paid shareholders and creditors of the corporate from the regulation of our country "company law" and judicial interpretation. But the regulation of company law and judicial interpretation on liability ratio is not reasonable and lack of responsibility form and so on.