瑕疵出资股东对公司债权人的民事责任研究
发布时间：2018-07-26 14:06
【摘要】： 公司资本不仅是公司法人格确立最基本的物质基础,也是公司债权人实现其债权的重要担保。股东出资是公司资本形成的最重要的途径。但在我国,股东瑕疵出资行为是实践中颇为普遍的行为,给公司债权人的利益来了严重危害。我国对瑕疵出资行为的行政责任和刑事责任进行了详细的规定,而民事责任制度规定较为简略,操作性不强。学界对瑕疵出资股东民事责任制度的研究也集中于瑕疵出资股东对公司和对其他股东的民事责任分析上,对瑕疵出资股东是否以及如何对公司债权人承担民事责任关注较少。而事实上,我国公司法的目的之一包括保护公司债权人的合法权益不受非法侵害。考虑到研究瑕疵出资股东对公司债权人的民事责任具有明显的理论意义和现实意义,本文选择了瑕疵出资股东对公司债权人的民事责任作为研究对象。本文共分为四章,综合运用比较、分析、归纳等方法就瑕疵出资股东对公司债权人的民事责任进行了探讨和研究。 第一章,概述了瑕疵出资股东的法律责任。本文从瑕疵出资的含义和表现形式入手,对股东瑕疵出资的法律责任进行了一个概括分析,指出我国现阶段非常重视股东瑕疵出资刑事责任的规制；而民事责任的规制则略显薄弱。因此,提出研究瑕疵出资股东民事责任的必要性,并进一步分析和探讨了瑕疵出资股东民事责任的归责原则、责任形式等。 第二章,对瑕疵出资股东对公司债权人的民事责任进行理论探讨。结合国内外各种理论学说,分析了瑕疵出资股东对公司债权人承担民事责任的理论依据,笔者支持信赖利益说。然后分别从发起人协议、公司章程和法律法规三个方面对该民事责任进行了性质分析,认为该责任是一种侵害债权人信赖利益和债权的侵权责任。同时,依据民法理论,从主观和客观方面分析了瑕疵出资股东对公司债权人民事责任的构成要件。 第三章,对域外瑕疵出资股东对公司债权人的民事责任进行了立法分析。通过对德国、法国、日本、美国等国家相关制度的考察,概括出了国外相关制度对我国的借鉴意义。 第四章是本文的归属和落脚点。在对我国相关制度进行立法分析的基础上,提出目前我国瑕疵出资股东对公司债权人民事责任制度存在着理论基础、制度设计、实体内容和程序规定上的不足与缺陷,并提出了进一步完善该制度的构想。
[Abstract]:Corporate capital is not only the most basic material basis for the establishment of corporate personality, but also an important guarantee for the creditors to realize their creditor's rights. Shareholder's contribution is the most important way to form the company's capital. But in our country, shareholders' defective capital contribution is a common behavior in practice, which brings serious harm to the interests of the creditors of the company. Our country has carried on the detailed stipulation to the flaw contribution behavior administrative responsibility and the criminal responsibility, but the civil liability system stipulation is relatively simple, the operability is not strong. Academic research on the system of civil liability of defective shareholders also focuses on the analysis of the civil liability of defective shareholders to the company and other shareholders, and less attention is paid to whether and how to bear the civil liability of the shareholders of defective capital contribution to the creditors of the company. In fact, one of the purposes of our company law is to protect the legitimate rights and interests of corporate creditors from illegal infringement. In view of the obvious theoretical and practical significance of studying the civil liability of defective shareholders to the creditors of the company, this paper chooses the civil liability of the shareholders of defective capital to the creditors of the company as the object of study. This article is divided into four chapters, the comprehensive use of comparison, analysis, induction and other methods of defective shareholders to the creditors of the company's civil liability is discussed and studied. The first chapter summarizes the legal liability of defective shareholders. Starting with the meaning and form of defective capital contribution, this paper makes a general analysis of the legal liability of shareholders' defective capital contribution, and points out that our country attaches great importance to the regulation of the criminal liability of shareholders' defective capital contribution at the present stage. The regulation of civil liability is slightly weak. Therefore, this paper puts forward the necessity of studying the civil liability of defective shareholders, and further analyzes and discusses the principles and forms of liability of shareholders with defective capital contribution. The second chapter discusses the civil liability of defective shareholders to the creditors of the company. Combined with various theories and theories at home and abroad, this paper analyzes the theoretical basis of the civil liability of defective shareholders to the creditors of the company, and the author supports the theory of trust interests. Then the author analyzes the nature of the civil liability from three aspects: the initiator agreement, the articles of association and the laws and regulations, and thinks that the liability is a tort liability that infringes the creditor's trust interest and creditor's rights. At the same time, according to the theory of civil law, this paper analyzes the elements of the civil liability of the defective shareholders to the creditors of the company from the subjective and objective aspects. The third chapter analyzes the civil liability of foreign defective shareholders to the creditors of the company. By investigating the relevant systems of Germany, France, Japan, the United States and other countries, the paper generalizes the reference significance of foreign related systems to our country. The fourth chapter is the attribution and foothold of this paper. Based on the legislative analysis of the relevant systems in our country, this paper points out that there are theoretical basis, system design, substantive content and procedural provisions of the system of civil liability of shareholders with defective capital contribution to the creditors of the company. And put forward the idea of further perfecting the system.
【学位授予单位】：湖南师范大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2146261
[Abstract]:Corporate capital is not only the most basic material basis for the establishment of corporate personality, but also an important guarantee for the creditors to realize their creditor's rights. Shareholder's contribution is the most important way to form the company's capital. But in our country, shareholders' defective capital contribution is a common behavior in practice, which brings serious harm to the interests of the creditors of the company. Our country has carried on the detailed stipulation to the flaw contribution behavior administrative responsibility and the criminal responsibility, but the civil liability system stipulation is relatively simple, the operability is not strong. Academic research on the system of civil liability of defective shareholders also focuses on the analysis of the civil liability of defective shareholders to the company and other shareholders, and less attention is paid to whether and how to bear the civil liability of the shareholders of defective capital contribution to the creditors of the company. In fact, one of the purposes of our company law is to protect the legitimate rights and interests of corporate creditors from illegal infringement. In view of the obvious theoretical and practical significance of studying the civil liability of defective shareholders to the creditors of the company, this paper chooses the civil liability of the shareholders of defective capital to the creditors of the company as the object of study. This article is divided into four chapters, the comprehensive use of comparison, analysis, induction and other methods of defective shareholders to the creditors of the company's civil liability is discussed and studied. The first chapter summarizes the legal liability of defective shareholders. Starting with the meaning and form of defective capital contribution, this paper makes a general analysis of the legal liability of shareholders' defective capital contribution, and points out that our country attaches great importance to the regulation of the criminal liability of shareholders' defective capital contribution at the present stage. The regulation of civil liability is slightly weak. Therefore, this paper puts forward the necessity of studying the civil liability of defective shareholders, and further analyzes and discusses the principles and forms of liability of shareholders with defective capital contribution. The second chapter discusses the civil liability of defective shareholders to the creditors of the company. Combined with various theories and theories at home and abroad, this paper analyzes the theoretical basis of the civil liability of defective shareholders to the creditors of the company, and the author supports the theory of trust interests. Then the author analyzes the nature of the civil liability from three aspects: the initiator agreement, the articles of association and the laws and regulations, and thinks that the liability is a tort liability that infringes the creditor's trust interest and creditor's rights. At the same time, according to the theory of civil law, this paper analyzes the elements of the civil liability of the defective shareholders to the creditors of the company from the subjective and objective aspects. The third chapter analyzes the civil liability of foreign defective shareholders to the creditors of the company. By investigating the relevant systems of Germany, France, Japan, the United States and other countries, the paper generalizes the reference significance of foreign related systems to our country. The fourth chapter is the attribution and foothold of this paper. Based on the legislative analysis of the relevant systems in our country, this paper points out that there are theoretical basis, system design, substantive content and procedural provisions of the system of civil liability of shareholders with defective capital contribution to the creditors of the company. And put forward the idea of further perfecting the system.
【学位授予单位】：湖南师范大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关期刊论文 前1条
1 邓耀洲;;论虚假出资缺陷法律责任的缺陷与完善[J];华章;2012年05期
相关硕士学位论文 前2条
1 何奎;实际出资人的法律责任研究[D];湖南师范大学;2012年
2 张玉婷;股东虚假出资的民事责任研究[D];重庆大学;2012年
，本文编号：2146261
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