| With the establishment of the capital subscription system in China in 2013,the company’s capital disputes have been experiencing a surge in judicial practice in various places.How to deal with the application of legal rules in capital disputes and how to properly pursue the capital liabilities of the capital shareholders? It has become a common problem that all courts in current judicial practice need to solve.The case of capital about Fusheng Company and Qthers V.Pumuyuan Holding Company are related to the company’s shareholder’s capital contribution and other shareholders’ requests for the company’s capital contribution disputes.The core disputes involved include the origin of the dispute and the application of the law.The procedural relationship between the dissolution of the company and the lawsuit of the capital contribution,as well as the capital contribution obligations and capital responsibility of the company.The reason for the lawsuit concerning the capital dispute is applicable to the law.Most of the differences in the judicial practice are mainly concentrated on how to be between Article 151 of the Company Law and Article 13(1)of the Judicial Interpretation(3)of the Company Law.The reason behind the selection and application,and the reason behind the confusion of this choice is that there is still no consensus on the nature of the shareholders’ capital contribution obligations in practice,and whether the shareholders’ breach of the capital contribution obligation will infringe the company’s property rights is indeed easy to be vague And the confusing place,from the academic a nalysis,the shareholder’s capital contribution obligation should be determined to be both contractual and statutory.In the sense that the company obtains the property rights invested by the shareholders from the completion of the capital contribution by the shareholders,the shareholders are not fully The capital contribution will not lead to the tort liability of the company.Therefore,when the company does not pursue the civil liability of the capital contribution shareholders,other shareholders shall file a capital contribution default according to Article 13(1)of the Judicial Interpretation(3)of the Company Law.Investigate the liability of the shareholders of the company for breach of contract.Regarding the procedural relationship between the di ssolution of the company and the lawsuit of the capital contribution,it should be recognized that the existence of the premise relationship between several cases in the proceedings is the cause of action termination as stipulated in the procedural law,as the defendant filed against the company.The so-called pre-requisite relationship between the dismissal of the company and the investment in the trial is to satisfy the statutory conditions for the suspension of the lawsuit.In order to avoid the increase of contradictory judgments and litigation costs,the lawsuit should be suspended and the third party should be dismissed.Litigation.For the commitment of the capital responsibility of Pumuyuan holding company,it should be discussed separately from the perspective of the litigation of the capital dispute and the litigation of the liquidation.In the liquidation procedure,according to the relevant provisions of the law,when the company is dissolved,the capital contribution that the shareholders have not paid shall be used as the liquidation.Property,so the investment obligation of Pumuyuan holding company cannot be waived,and it has the responsibility for the third party to immediately pay the insured capital;in the dispute dispute procedure,the investment obligation of Pumuyuan holding company comes from the shareholder agreement.And the company’s articles of association,also derived from the express provisions of the Company Law,at the request of other shareholders,it should be responsible for the third party to pay the third-phase capital contribution and the third party’s liability for loss of interest. |
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