| The company capital system is a key part of the company law in China,and it is the basic component of the company law and even the commercial law system.The system can reflect the level of corporate legislation in the country.China’s Company Law has been implemented since 1994 and has undergone five revisions since then.The current Company Law was revised in 2018,among which major revisions were made in 2013.In terms of capital,the company law changed from statutory registration system to subscription registration system.China’s current company law has many significant changes compared with the past,reducing the threshold of registered capital,can be paid in stages,relax the way of investment,these changes are conducive to improving the efficiency of capital use.But from the juridical adjudication for the past few years,there are still a large number of cases of defective shareholder contribution.These problems exposed by shareholders’ defective investment seriously hinder the healthy development of market economy.The case cited in this paper is first tried by the court,and the parties refuse to appeal.Finally,the judgment of the court of second instance has taken place,and the legal effect can be found from the different results of the second trial in judicial practice,there are still a lot of disputes in the judgment of shareholders’ defective capital contribution cases.This document first research the status and reason of shareholder’s defective investment in China,and demonstrates the identification standard and constituent elements of shareholder’s defective investment.Secondly,it expounds the legal liability and types of shareholders’ defective capital contribution,and focuses on the issue of paying liquidated damages to shareholders who have contributed in full amount.Finally,the paper discusses the problem of defective equity transfer,especially whether the fully invested shareholders have the right of action against both sides of defective equity transfer.In the absence of clear existing laws,the theory of shareholder representative action is used to draw the conclusion that the fully invested shareholders have the corresponding right of action.In this respect,the selection of cases will play a certain role in the future judicial judgment.The vita of legislation lies in the put into effect.The combination of theory and judicial practice is conducive to resolving the dilemma of shareholders’ defective investment.The focus of solving the problem of shareholders’ defective investment is prevention and regulation.Start with the study of the causes,we can improve the information disclosure system on the problem of shareholders’ defective investment,make it transparent and true,and increase the cost of shareholders’ defective investment and default.Any law is a change with the change of social and economic life,can’t be invariable,the law can only play a bigger role in the change,so in order to adapt to our country present stage economic life,it is necessary to perfect and improve the laws and regulations of the company law,actively creating the law environment,use law to further adjust and standardize the company shareholder investment behavior,So that the company consciously abide by the provisions of the articles of association,and then from the source of comprehensive elimination of shareholders defective investment. |
