Research On The Responsibility Of The Shareholders To Bear The Company’s Debts

Capital contribution is an important obligation of shareholders stipulated in the company law.Shareholders’ contribution constitutes the capital of the company and makes the company run normally.Under the current subscribed capital system in China,there are different investment behaviors and ways,which will lead to the appearance of defective shareholders.If the company is in danger of default,should the shareholders of the defective capital be liable for the default?This is the subject of this article.This paper starts from the general rules of corporate debt bearing,and analyzes the general rules of corporate debt paying and liability bearing,that is,debt bearing with limited property.Where a company has defective capital contribution shareholders,the shareholders shall be liable for the debts of the company.The reasons include loss compensation,subrogation,third party violation of creditor’s rights and denial of corporate personality.In addition,this paper also believes that the creditor,5 rights relationship has priority in the company law,thus putting forward the view that the shareholders of defective capital need to be responsible for the company’s debt.Though,our country company law to explain three and some local regulations has been clear about the flaws capital contribution of shareholders need to bear the liability for the debts of the company,but because of a loophole in the legislation and practice,there are main body scoping vague,lack of procedure responsibility type is unknown and some related problems,resulting in practice to better protection for creditors.During the running of this article from the company,the period of liquidation,and three nodes of time after the end of each stage are analyzed the shortage of the flaws capital contribution shareholders liability for company debts,extraterritorial experience for reference,the author put forward to determine the range of defective capital contribution,the type of responsibility,and hope can through the establishment of perfect loss power system,the penalty system and creditors lawsuit system and other measures to safeguard the company capital system,which protects the relevant interests of the creditors.