Research On The Restriction Of The Shareholders’ Right With Defective Capital Contribution

When shareholders’ commitment of contributions are recorded in the Articles ofAssociation, he must pay the capital contribution completely and timely. Such commitment isthe precondition of exercising shareholders’ rights. When shareholders violate such obligationof contribution, they would lose corresponding rights, which is also the combination of rightsand obligations according to legal philosophy. This also reflects the consistence of benefitsand risks of civil law. As long as Shareholders fulfill the obligations as a precondition, theyare entitled to exercise the rights of shareholders. Once shareholders violate this obligation,their rights should be limited. Such situation is the main topic in the thesis.Recently, the occurrence of such cases is increasing. However, company laws of PRC onthis issue don’t make clear regulations in some points so far, which leads to a series ofquestions.On the basis of analyzing theory bases and judicial practice, the author analyzes theconcerning problems in further steps and provides some suggestions about the kinds of rightswhich should be limited and the measures taken, which will provide theoretical bases.Chapter one provides20typical cases which are connected with the main topic of thethesis.These cases are discussed from three views: the matter of the case, shareholder’s rights,procedures. Then the author illustrates the legislative situation and justice practice.Chapter two provides the definition of defensive contribution. The definition issignificant, which is the prediction of the research of the limitation of shareholders’ rights.Only through this prediction can the subsequent content continue.The author analyzes theimplication and summarizes the representation of defensive contribution.Chapter three is about the influence of defensive contribution on shareholders’qualificaiton.Shareholders who have qualification of shareholders are entitled to enjoy therights of shareholders. Because of defective contribution shareholders should be determinedwhether they are not entitled to be qualified or not. Or the shareholders’ rights will become adead letter. As long as the shareholders have the appropriate qualifications, the issues of thelimitation of the rights of shareholders can be continued to explore.Chapter four depicts the effects on shareholders’ rights. The rights of shareholders aremultitudinous and can not be enumerated. First, the author studys the restricts on these rightsin the respect of right category. Then, some typical rights are discussed.. Chapter five presents three ways to perfect such mechanism of limiting shareholders’rights, which can provide the foundation of judicial trails.