论股东违反出资义务的法律救济
发布时间：2018-11-06 18:02
【摘要】：随着我国市场经济的不断发展与完善,公司扮演着愈来愈重要的角色。而股东出资是公司设立及增资过程中的一个重要环节,完善股东违反出资义务的法律救济有利于公司资本的形成及稳定,对我国市场经济的发展有着重要意义。股东出资构成公司资本,是公司正常经营的物质保障。股东能否正确履行出资义务,对公司、公司债权人以及其他股东来说,都至关重要。股东违反出资义务,对其自身的股东资格和股东权利也会造成相应的影响。在实践中,股东违反出资义务的行为时常发生,而且表现形式日趋多样化。特别是近年来,涉及到股东违反出资义务的案件更是迅速升温,相较之下,我国《公司法》对其规定则明显不足,今年最高人民法院颁布了关于适用《中华人民共和国公司法》若干问题的规定(三),在结合审判经验的基础上,明确股东违反出资义务的相关救济方式及民事责任,特别是规定了催告失权程序,这对督促股东及时全面履行出资义务有着重要作用,这是我国司法上的一大进步,是值得肯定的,但是其亦有不完善之处,本文对此浅谈自己的看法和意见,希望对完善我国股东违反出资义务的法律救济有所裨益。 本文共分为三章,第一章是对股东违反出资义务的概述,分为两部分,第一部分从股东出资义务的定义出发,讲述了股东违反出资义务的各种表现形式并作了相应的分类;第二部分结合各学者的观点对股东违反出资义务的性质进行探讨。 第二章讲述了股东违反出资义务的后果,主要从三个方面进行论述。第一方面分析股东违反出资义务后对公司以及公司债权人的影响;第二方面分析股东违反出资义务后对其他足额出资股东的影响;第三方面则从违反出资义务股东自身的角度进行分析,论述股东违反出资义务后对其自身股东身份及股东权利的影响。 第三章是完善我国股东违反出资义务法律救济方式的建议,主要通过论述各国立法下通常规定的出资责任及法律救济方式,结合我国相关法律的规定,分析我国现有的法律救济方式,在此基础上,提出完善我国股东违反出资义务法律救济方式的想法和建议。
[Abstract]:With the continuous development and perfection of our market economy, the company is playing a more and more important role. The shareholder's capital contribution is an important link in the process of establishing and increasing the capital of the company. Perfecting the legal remedy of the shareholders' breach of the obligation of capital contribution is beneficial to the formation and stability of the company's capital, which is of great significance to the development of our country's market economy. Shareholder contribution constitutes the capital of the company and is the material guarantee for the normal operation of the company. It is very important for the company, the creditors and other shareholders to fulfill the obligation of contribution correctly. Shareholders' violation of their obligation to contribute will also have a corresponding impact on their own shareholder qualifications and rights. In practice, the behavior of shareholders violating the obligation of capital contribution often occurs, and the form of expression is becoming more and more diverse. Especially in recent years, the cases involving shareholders violating the obligation of capital contribution are heating up rapidly, compared with the provisions of the Company Law of our country, they are obviously inadequate. This year, the Supreme people's Court promulgated some provisions on the application of the Company Law of the people's Republic of China (3). On the basis of judicial experience, the Supreme people's Court made clear the relevant relief methods and civil liability for shareholders' violation of their investment obligations. In particular, the procedures for calling for the loss of power have been stipulated, which plays an important role in urging shareholders to fulfill their investment obligations in a timely and comprehensive manner. This is a great progress in our country's judicial system, which is worthy of recognition, but it also has some imperfections. This paper briefly discusses my own views and opinions, hoping to perfect the legal remedy of shareholders' breach of capital obligation. This paper is divided into three chapters, the first chapter is a summary of shareholders violating the obligation of capital contribution, divided into two parts. The first part of the definition of shareholders' obligation to contribute to describe the various forms of shareholders violating the obligation to contribute and make the corresponding classification; The second part discusses the nature of shareholders violating the obligation of capital contribution. The second chapter describes the consequences of shareholders violating the obligation to contribute, mainly from three aspects. On the one hand, it analyzes the influence of shareholders on the company and its creditors after violating the obligation of capital contribution; The third part analyzes the shareholder's own influence on the shareholder's identity and rights after violating the capital contribution obligation. The third chapter is to improve the legal remedies of shareholders violating the obligation of capital contribution, mainly through the discussion of the common provisions under the legislation of various countries and legal relief, combined with the relevant laws of our country. Based on the analysis of the existing legal remedies in China, the author puts forward some ideas and suggestions on how to perfect the legal remedies for shareholders violating the obligation of capital contribution.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
[Abstract]:With the continuous development and perfection of our market economy, the company is playing a more and more important role. The shareholder's capital contribution is an important link in the process of establishing and increasing the capital of the company. Perfecting the legal remedy of the shareholders' breach of the obligation of capital contribution is beneficial to the formation and stability of the company's capital, which is of great significance to the development of our country's market economy. Shareholder contribution constitutes the capital of the company and is the material guarantee for the normal operation of the company. It is very important for the company, the creditors and other shareholders to fulfill the obligation of contribution correctly. Shareholders' violation of their obligation to contribute will also have a corresponding impact on their own shareholder qualifications and rights. In practice, the behavior of shareholders violating the obligation of capital contribution often occurs, and the form of expression is becoming more and more diverse. Especially in recent years, the cases involving shareholders violating the obligation of capital contribution are heating up rapidly, compared with the provisions of the Company Law of our country, they are obviously inadequate. This year, the Supreme people's Court promulgated some provisions on the application of the Company Law of the people's Republic of China (3). On the basis of judicial experience, the Supreme people's Court made clear the relevant relief methods and civil liability for shareholders' violation of their investment obligations. In particular, the procedures for calling for the loss of power have been stipulated, which plays an important role in urging shareholders to fulfill their investment obligations in a timely and comprehensive manner. This is a great progress in our country's judicial system, which is worthy of recognition, but it also has some imperfections. This paper briefly discusses my own views and opinions, hoping to perfect the legal remedy of shareholders' breach of capital obligation. This paper is divided into three chapters, the first chapter is a summary of shareholders violating the obligation of capital contribution, divided into two parts. The first part of the definition of shareholders' obligation to contribute to describe the various forms of shareholders violating the obligation to contribute and make the corresponding classification; The second part discusses the nature of shareholders violating the obligation of capital contribution. The second chapter describes the consequences of shareholders violating the obligation to contribute, mainly from three aspects. On the one hand, it analyzes the influence of shareholders on the company and its creditors after violating the obligation of capital contribution; The third part analyzes the shareholder's own influence on the shareholder's identity and rights after violating the capital contribution obligation. The third chapter is to improve the legal remedies of shareholders violating the obligation of capital contribution, mainly through the discussion of the common provisions under the legislation of various countries and legal relief, combined with the relevant laws of our country. Based on the analysis of the existing legal remedies in China, the author puts forward some ideas and suggestions on how to perfect the legal remedies for shareholders violating the obligation of capital contribution.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
【参考文献】
相关期刊论文 前10条
1 朱培安;张玲玲;;公司股东除名法律问题研究[J];北京教育学院学报;2010年05期
2 郑曙光;股东违反出资义务违法形态与民事责任探究[J];法学;2003年06期
3 宣子，
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