Research On The Supplementary Compensation Liability Of Shareholders In Limited Liability Company

The newly revised Company Law established a fully subscribed system of corporate capital system in 2013.Although this significant innovation can help shareholders to invest and start businesses,it also makes the protection of creditors' interests in a weak position.In order to solve the problem about the protection of the creditors' interests caused by this reform,The Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China(3)Article 13,paragraph 2 stipulates the liability for supplementary compensation of shareholders,but the nature of this responsibility and applicable conditions in theory and practice have divergences,they need to be reinterpreted.The obligation of shareholders' capital contribution is a basic and statutory obligation.Therefore,the nature of non contributive shareholders' supplementary liability should be the statutory liability arising from the provisions of the Company Law.The concept of failing to fulfill or to fully fulfill the obligation of capital contribution in this provision should be directed at the unfunded behavior of all types of shareholders,regardless of whether the term of capital contribution has expired.The reason lies in the capital contribution of the shareholders constituting the liability and property of the company.Once the shareholders are in arrears with contribution,it does not assure responsible property in sufficient.So the interests of creditors are in indirect infringement risks.When a company has undergone significant changes and cannot fully repay its debts,shareholders should lose interests in time limit and not allow the company to become a tool to transfer business risks.Instead,the non funded shareholders should fulfill the obligation in advance to repay debts abroad.At the same time,in order to protect the limited liability of shareholders,it is not necessary to break through the relativity of debt at will.The indirect recognition standard should be adopted to explain the concept of unable to pay.Only when the creditor has claimed its rights through litigation or arbitration,and can not be compensated after compulsory enforcement of the company's assets,can it be recognized.