Restrictions On The Right Of Shareholderswith Defective Capital Contribution

The Important conditions for healthy operation of a company is the relative enrichment of its corporate capital,and it requires that the investment of shareholders must be in place and on time. Otherwise, it is obvious that the company’s shareholders and creditors’ interests are difficult to be guaranteed, and it will eventually destroy the order of the socialist market economy. Thus, in the view of fairness and justice, the shareholders with defective capital contribution shall not obtain the same rights as that who has fully and timely made his/her capital contribution, which means their rights shall be limited. However, how to limit the rights is a always controversial topic. At present, the company law and relative judicial interpretations of China it is not comprehensive and clearly enough to give the answer. Therefore, the purpose of this article is trying to find the probable methods of restriction.In this article, firstly, the writer will define the concept of the shareholders with defective capital contribution, and the necessity of limitation will be expatiated. Secondly, the writer will analyze the existing legal system of restrictions on the rights of shareholders with defective capital contribution from both domestic and overseas aspects. Furthermore, starting with the classification of the rights of shareholders, the writer will discuss the idea of perfecting the system of limiting the rights of shareholders with defective capital contribution,such as restrictions on the property rights or/and management rights of shareholders with defective capital contribution, as well as the expulsion of them. Finally, the writer will discuss some ways for shareholders to recover their limited rights. This article also interspersed with some legislative proposals, and the writer hope it will be helpful to others.