Research On The Shareholder's Liability When The Company Violates The Notice Obligation In Capital Reduction

Only for "company law" the notification obligations of a company in the capital reduction,but not if the company has violated the inform obligation of shareholders liability problem,cause in the judicial practice because of violation of notice obligation to make the action of company creditors damaged cases occur repeatedly,the creditors will seek court shareholders bear the responsibility,the judge based on the protection of creditors,is generally not considered without notify creditors resolution invalid,the action and will support the creditors appeal verdict shareholders bear corresponding responsibility.Therefore,in such a case,due to the lack of relevant legal provisions,there are disputes in judicial trials about whether shareholders need to bear responsibility in such cases,what is the legal basis for determining shareholders to bear responsibility,and what is the form of responsibility to bear.This paper firstly summarizes the judgment situation of such cases by starting from the judicial judgment of cases in which shareholders bear responsibility when the company violates the notification obligation of capital reduction.Secondly,this paper analyzes the differences between judicial judgments on such cases on the basis of the above-mentioned research on relevant cases.It is mainly manifested in three aspects: first,whether shareholders should bear the responsibility.When the company's capital reduction does not meet the notification obligation,the court has different opinions on whether the shareholders need to bear the liability to the creditors.Even when the shareholders are determined to bear the liability,it is controversial to ask the creditors to ask the shareholders to bear the liability on the condition that "the company has become insolvent".Second,what is the applicable legal basis for shareholders to assume responsibility? In judicial practice,there are situations where analogy applies to the withdrawal of capital contribution and the failure to fully fulfill the provisions on capital contribution.Three court ruled that shareholders bear the responsibility,is responsible for shareholders of types and supplementary liability and joint liability,and for the company in the subscribed capital contribution period has not yet arrived violation notice obligation of the action,if the company cannot repay the debt,creditors can directly invest to request to accelerate the maturity is subscribed but no to the part of the capital contribution period shall bear the liability for compensation and there are differences.Finally,due to the absence of relevant clear legal provisions,this paper explains and analyzes the main problems in the case of requiring shareholders to take responsibility when the company's capital reduction violates the notification obligation in the judicial practice in Chapter three,Chapter four and Chapter five,and mainly analyzes the problems existing in the judicial judgment in the company law theory.In the company does not comply with the notice obligation and reduce capital,if the company has not have the ability to repay creditors,shareholders based on the principle of capital maintenance requirements need to assume liability to pay compensation to creditors,the court in the flight of capital contribution of the provisions shall be applicable to the analogy decision shareholders bear the responsibility,the liability to pay compensation is a complementary nature of the liability to pay compensation;Where a shareholder of a company violates the obligation of notification to reduce its capital before the time limit for capital contribution is reached,the creditor may request the shareholder to pay compensation for the part of the capital contribution that is subscribed but has not yet reached the time limit for capital contribution.