有限责任公司股东虚假出资行为研究
发布时间：2018-07-17 01:10
【摘要】：改革开放以来,特别是近十几年以来,我国社会主义市场经济得到迅猛发展,市场经济环境日趋完善和成熟,我国逐步建立健全了现代企业制度(modem enterprise system),现代企业制度是指以市场经济为基础,以完善的企业法人制度为主体,以有限责任制度为核心,以公司企业为主要形式,以产权清晰、权责明确、政企分开、管理科学为条件的新型企业制度,其主要内容包括：企业法人制度、企业自负盈亏制度、出资者有限责任制度、科学的领导体制与组织管理制度。出资者有限责任制度是现代企业制度的重要组成部分,对于近现代公司的发展有着重要意义,它克服了无限责任公司股东负担的因公司破产而导致个人破产的风险,便于人们投资入股,是广泛筹集资金,快速调动和充分利用社会资源的有效手段。有限责任公司作为企业法人制度的典型组织形式,在市场经济中具有举足轻重的作用。出资者的有限责任是建立公司合法设立和正常运行的基础之上的,因此出资者在享受公司制所带来的有限责任种种益处的同时,必须担负起所应承担的出资义务,从而维护各方利益不受损害。而现实中投资人在出资过程中常常存在出资不到位的现象,严重破坏了正常的经营秩序和交易安全。据统计,我国公司资本到位率普遍较低,违反出资义务案件屡见不鲜,层出不穷,其中虚假出资和抽逃出资是最普遍的两种违法形式。此类违法行为容易引起连锁反应,威胁市场诚信,破坏经营秩序,阻碍经济发展,因此,我们有必要对公司设立过程中的出资问题进行研究,以规制违法行为,引导出资人遵纪守法,维护各方权益。本文的研究对象为有限责任公司股东的虚假出资问题。主要出于一下几个方面考虑：第一,有限责任公司占公司总数的90%,数量上远远多于股份有限公司,对经济发展起到基础性作用。另外我国法律法规对于股份有限公司规制相对完善,行政管理部门对其监管相对严格,股份有限公司投资人违反出资义务相对少见,相比之下有限责任公司出资人在出资过程中的违法行为更普遍,更严重。因此,笔者打算只对占比重较高、违法行为更普遍的有限责任公司的出资行为进行探讨；第二,由于一人有限公司和国有独资公司公司法中有特别规定,笔者在这里暂不做讨论,只研究一般意义上的有限责任公司；第三,违反出资义务的行为常见方式主要有虚假出资和抽逃出资两种,鉴于篇幅和精力的问题,笔者只研究虚假出资一种情况。本文采用的研究方法为文献法,以有限责任公司股东虚假出资问题为研究对象,通过对我国现有公司出资制度进行研究,阐述虚假出资行为的目的与危害,讨论虚假出资的责任分析和救济途径,最后提出有针对性的治理方式,为改善公司出资环境,维护市场经济秩序提供帮助。
[Abstract]:Since the reform and opening up, especially in the past decade, China's socialist market economy has developed rapidly, the market economy environment is becoming more and more perfect and mature, and the modern enterprise system (modem enterprise system) has been gradually established and perfected in our country. The limited liability system is the core, with the company enterprise as the main form, the new enterprise system with clear property rights, clear power and responsibility, separation of government and enterprise, management science as the condition, its main contents include: enterprise legal person system, enterprise self profit and loss system, capital contributor's Limited liability system, scientific leadership system and organization management system. Capital contributor is limited. The responsibility system is an important part of the modern enterprise system. It is of great significance to the development of the modern company. It overcomes the risk of the individual bankruptcy caused by the company's bankruptcy of the Unlimited Company, and is convenient for people to invest in the stock. It is an effective means to raise funds widely, quickly mobilize and make full use of social resources. The limited liability company, as the typical organizational form of the corporate legal system, plays an important role in the market economy. The limited liability of the contributor is based on the establishment and normal operation of the company, so the contributor must take on the benefits while enjoying the limited liability of the company system. The capital contribution obligation, thus safeguarding the interests of the parties, is not damaged. In reality, investors often have a lack of investment in the process of capital contribution, which seriously disrupt the normal operation order and the safety of transactions. According to statistics, the rate of capital in place in our country is generally low, and the cases of violating capital contribution are common and emerge in endlessly. Capital and escape capital are the two most common illegal forms. This kind of illegal behavior easily causes chain reaction, threatens the market integrity, destroys the operation order and hinders the economic development. Therefore, it is necessary for us to study the investment problem in the process of establishing the company, to regulate the illegal behavior, guide the investor to abide by the law and safeguard the rights and interests of all parties. The object of the study is the false capital contribution of the shareholders of the limited liability company. It is mainly for a few aspects: first, the limited liability company accounts for 90% of the total number of the company, which is far more than the Limited by Share Ltd, and plays a basic role in the economic development. In addition, the laws and regulations of our country are relatively perfect for the Limited by Share Ltd regulation, The administrative departments are relatively strict in their supervision, and the violation of the investment obligation of the Limited by Share Ltd investors is relatively rare. In contrast, the illegal behavior of the contributors in the limited liability company is more common and more serious. Therefore, the author intends to carry out only the investment behavior of the Limited liability company which has a higher proportion and the illegal line is more common. Second, because of the special provisions in one person limited company and the state owned company law, the author does not discuss here for the time being and only studies the limited liability company in general. Third, two kinds of common ways of violating the obligation of investment are mainly false capital contributions and two kinds of escaping. The research method used in this paper is the literature method, which takes the problem of false capital contribution of the shareholders of the limited liability company as the research object. Through the research on the existing company investment system in our country, this paper expounds the purpose and harm of the false capital contribution, discusses the responsibility analysis and relief ways of the false capital contribution, and finally puts forward some suggestions. Sexual governance helps to improve the company's investment environment and maintain market economic order.
【学位授予单位】：中国海洋大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：F276.6;F275
本文编号：2128363
[Abstract]:Since the reform and opening up, especially in the past decade, China's socialist market economy has developed rapidly, the market economy environment is becoming more and more perfect and mature, and the modern enterprise system (modem enterprise system) has been gradually established and perfected in our country. The limited liability system is the core, with the company enterprise as the main form, the new enterprise system with clear property rights, clear power and responsibility, separation of government and enterprise, management science as the condition, its main contents include: enterprise legal person system, enterprise self profit and loss system, capital contributor's Limited liability system, scientific leadership system and organization management system. Capital contributor is limited. The responsibility system is an important part of the modern enterprise system. It is of great significance to the development of the modern company. It overcomes the risk of the individual bankruptcy caused by the company's bankruptcy of the Unlimited Company, and is convenient for people to invest in the stock. It is an effective means to raise funds widely, quickly mobilize and make full use of social resources. The limited liability company, as the typical organizational form of the corporate legal system, plays an important role in the market economy. The limited liability of the contributor is based on the establishment and normal operation of the company, so the contributor must take on the benefits while enjoying the limited liability of the company system. The capital contribution obligation, thus safeguarding the interests of the parties, is not damaged. In reality, investors often have a lack of investment in the process of capital contribution, which seriously disrupt the normal operation order and the safety of transactions. According to statistics, the rate of capital in place in our country is generally low, and the cases of violating capital contribution are common and emerge in endlessly. Capital and escape capital are the two most common illegal forms. This kind of illegal behavior easily causes chain reaction, threatens the market integrity, destroys the operation order and hinders the economic development. Therefore, it is necessary for us to study the investment problem in the process of establishing the company, to regulate the illegal behavior, guide the investor to abide by the law and safeguard the rights and interests of all parties. The object of the study is the false capital contribution of the shareholders of the limited liability company. It is mainly for a few aspects: first, the limited liability company accounts for 90% of the total number of the company, which is far more than the Limited by Share Ltd, and plays a basic role in the economic development. In addition, the laws and regulations of our country are relatively perfect for the Limited by Share Ltd regulation, The administrative departments are relatively strict in their supervision, and the violation of the investment obligation of the Limited by Share Ltd investors is relatively rare. In contrast, the illegal behavior of the contributors in the limited liability company is more common and more serious. Therefore, the author intends to carry out only the investment behavior of the Limited liability company which has a higher proportion and the illegal line is more common. Second, because of the special provisions in one person limited company and the state owned company law, the author does not discuss here for the time being and only studies the limited liability company in general. Third, two kinds of common ways of violating the obligation of investment are mainly false capital contributions and two kinds of escaping. The research method used in this paper is the literature method, which takes the problem of false capital contribution of the shareholders of the limited liability company as the research object. Through the research on the existing company investment system in our country, this paper expounds the purpose and harm of the false capital contribution, discusses the responsibility analysis and relief ways of the false capital contribution, and finally puts forward some suggestions. Sexual governance helps to improve the company's investment environment and maintain market economic order.
【学位授予单位】：中国海洋大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：F276.6;F275
【参考文献】
相关期刊论文 前2条
1 胡小红;;论违反出资义务股东所应承担的民事责任[J];中国工商管理研究;2007年02期
2 王莉萍;债权人追究股东出资责任的法律问题[J];现代法学;2003年05期
，本文编号：2128363
本文链接：https://www.wllwen.com/falvlunwen/gongsifalunwen/2128363.html
