| Shareholders’ defective investment exists in the establishment and operation stage of the company,which is difficult to avoid in practice.It not only greatly damages the legitimate rights and interests of the company,other shareholders and corporate creditors,but also brings many adverse legal consequences.Therefore,it is extremely urgent to study the issues related to shareholders’ defective investment.From the content analysis,the legal responsibility of the relevant shareholders in China is based on the provisions of other civil law countries.From the analysis of China’s "Company Law" and the relevant provisions of judicial interpretation,shareholders who had defective investment must pay corresponding civil liabilities to the company,the full-funded shareholders,and the company’s creditors.However,at present,China’s provisions on shareholder’s responsibility for defective investment are not comprehensive,and the remedies for shareholder’s defective investment have not yet been systematically regulated in China,so it needs to be improved to a large extent.In the context of the registered capital subscription system,the paper combines the 2013 Company Law,the Company Law Interpretation(3)and the relevant provisions of the 2018 New Company Law.Firstly,it expounds the basic theory of shareholder’s defective investment,including the way of shareholders’ investment,the shareholder’s defective investment obligation under the registered capital subscription system,the concept and characteristics of the defective investment,the subject of the legal responsibility of the defective investment,and the performance form of the defective investment,it laid the foundation for the study of subsequent related issues.Secondly,through a typical case in practice,the civil liability of the shareholder’s defective investment is introduced,including the company’s capital enrichment responsibility,responsibility to other shareholders,and supplementary liability to the company’s creditors.Then analyze the impact of shareholders’ defective investment on equity,including equity restrictions and shareholder loss.Finally,on the basis of summarizing the previous articles,some suggestions for perfecting the legal liability system of shareholders’ defective investment are put forward,in order to provide their own efforts for the regulation of shareholders’ investment. |
