On The Liability For Compensation Of Defective Capital Contribution Shareholders

The issue of flawed shareholder is one of the problems that many scholars have studied in recent years.As a typical violation of the principle of good faith,the shareholder's defective investment is the damage to the balance of interests of the company's capital stability system,the cooperative credit of the shareholders,the legal rights and interests of the creditors and the legal protection.Therefore,how to regulate the qualification of qualified shareholders is an important measure which is to resolve the internal conflict of interest within the company,to balance the interests of multi-party,to promote the enthusiasm of investors,to protect the transaction security,but also an important mission of the Company Law.China's current corporate law and its judicial interpretation of this issue has been standardized on the initial attempt,but too rough,many problems encountered in practice there is no law can be applied,some of the provisions are too empty,operability is not strong.This paper attempts to discuss some problems existing in the company law from the perspective of the combination of substantive law and procedural law,and discusses the problems related to the defective shareholders from the perspective of fair and free value.Of course,it also refers to the study of the main civil law countries or regions,as well as the relatively mature legislative norms of Anglo-American countries,to conduct a comparative study to actively explore the methods of stakeholder protection,so as to provide a reference for the study of defective shareholders.The structure of this paper is divided into three parts: introduction,text and conclusion.The introduction mainly covers the purpose and significance of the topic,the idea and scope of the article,the research method and the innovation and so on.The article begins with three chapters,The first chapter is the recognition of the shareholder's flaw,which introduces the concept and type of the shareholder's flaw,the introduction of the theory of the foreign investors,and the current level of legislation on the defective shareholders,and points out the problem which lies in.Based on the concept of investment freedom,protection of transaction security and balance of interests,although the shareholders of the capital is not a necessary condition for the acquisition of shareholders,but still the most basic legal obligations of shareholders.When it comes to the legal liability of the defective shareholders and the way of assuming the legal responsibility,the author points out the defects and shortcomings of the legislation through the analysis of the responsibility of the defective shareholders In the second chapter,the author discusses whether the author of the defective shareholder can directly append the subject,the content and the scope of the examination as the defendant and the additional execution as the executionee or the separate case.By combining the legal confusion encountered in the author's practice,she put forward some thoughts and suggestions The combination of entity and procedure is not only the innovation of this paper,but also the vitality of legislation.The third chapter puts forward some thoughts and suggestions on the special problems of the Company Law on the defective shareholders in the implementation process.It is the author's shallow opinions.The conclusion summarizes the basic values of the full text and the main points,and puts forward the importance and urgency of perfecting the relevant legislation of the defective shareholders in China.