Research On The Tort Liability System Of Shareholders To Corporate Creditors

Creditor benefit protection problem is in the process of development of the company continue to face and unable to avoid the basic problem,based on the need of judicial practice,with some exceptions legislative provisions,mainly through its own responsibility principle,creditors certain conditions can be held accountable to other related subject,in order to broaden the creditors’ rights protection path,The direct liability of shareholders to corporate creditors is set up against this background.According to the existing laws,the liability of shareholders to the creditors of the company can be divided into the following three categories according to the different sources of breach of obligations: capital contribution liability.Shareholders’ capital contribution is an important part of the company’s liability property.Shareholders’ failure to make capital contribution in accordance with the contract will directly impair the company’s liability property,thus affecting the company’s external solvency.If the creditors cannot realize their claims due to the lack of assets of the company,the shareholders who violate the obligation of capital contribution should assume supplementary compensation liability to the creditors.Corporate personality denies responsibility.The establishment of the independence of corporate personality and shareholder limited liability system greatly reduce the risk of the responsibility of the investment of shareholders,but if the system is malicious use of shareholders to evade the debt as its umbrella,contrary to the system Settings,you should deny the company legal person independent personality,to the shareholders directly behind the jointly and severally liable to the creditors;Liquidation liability.In practice,a large number of companies do not liquidate,delay liquidation or cannot liquidate for some reason after dissolution,resulting in the emergence of a large number of "zombie enterprises".The interests of creditors of such companies suffer serious damage because their creditor’s rights and debts cannot be cleared for a long time.Therefore,specific liquidation obligations are stipulated in the law to promote the development of liquidation procedures by urging the liquidation obligor to perform the liquidation obligations.If the relevant subject neglectfully performs the liquidation obligations and damages the interests of the company’s creditors,the creditor shall bear relevant legal liabilities.Through the analysis of the above basic rules,it is found that different types of shareholders’ liability to the company’s creditors are inconsistent in the legislative provisions of liability content,and the same type of shareholders’ liability to the company’s creditors is not unified in the judicial practice,which is not only the current situation of shareholders’ liability to the company’s creditors,but also a problem.This paper holds that the solution of this problem depends on the systematic thinking of shareholders’ liability to corporate creditors,and through sorting out the existing basic theories of shareholders’ liability to corporate creditors,it can be seen that the tort liability theory can serve as a unified theoretical basis to systematically regulate the liabilities of different types of shareholders to corporate creditors.Under the guidance of tort liability theory,in terms of the basic content,shareholders took the form of compensation for loss responsibility for the company’s creditors,in addition with only as the first line in the company responsible persons not to its assets under the premise of all debts,only need to shareholders liable,which determine the shareholders of a company’s creditors is added responsibility;As far as constituent elements are concerned,shareholders intentionally or negligently violate legal obligations,which indirectly damages the interests of creditors,and there is a causal relationship between shareholders’ behavior and creditor’s damage.Only on the premise of meeting all the above requirements,shareholders can be identified as responsible shareholders.