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The Restriction on Equity of the Shareholders with Defective Contribution

Author: MaHongMei
Tutor: HouDongDe
School: Southwest University of Political Science
Course: Legal
Keywords: The company's capital Defective Contributed Shareholder qualification Equity restrictions Remedies
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 104
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Abstract

The company's capital system and the company's system of corporate personality is a system of two basic corporate structure system throughout the world within the Companies Act to develop, modify, and improve the process in the core of the two part. The property of the original source of the company based on the promoters contributions by the shareholders, the shareholders of the funded company to establish successful than the indispensable prerequisite, and also greatly affect the independence and integrity of the company's property. The company's capital is insufficient or there are other flaws could lead to the company's corporate personality denied the Corporate Personality denied that piercing the corporate veil, a direct result of the company denied. It can be seen, the system of the company's capital, occupies a very important position in the company's structure. Today we are in the period of the comprehensive building of a harmonious socialist society and the rule of law, and of building a socialist country under the rule of law is important in building a socialist harmonious society, China is gradually moving towards a more perfect the socialist legal system. Companies Act 1993 after three amendments in 1999, 2004, 2005. 2006 new Companies Act to modify the statutory capital system, formally introduced the authorized capital system, allowing shareholders to pay the initial capital contributions paid in installments funded. The one hand, to improve the investment enthusiasm, prosperous market economy, promote the healthy and stable development of the entire socio-economic; but on the other hand, in the objective to increase the risk of defects funded. Currently, China is in a period of social transformation, improve and reform the legal and institutional remains to be investors' awareness of integrity to be further strengthened, in terms of monetary contribution or non-monetary contribution is there are many defects funded. Defects funded not only affect the company's capital and the interests of the other shareholders, but also affect the long-term development of the company, also bring many adverse effects to the interests of the creditors of the company's maintenance, increased creditors to safeguard the rights of the difficulty. Further seriously affect China's economic development, the establishment of the healthy development of the market economy, occupy a huge share of the company's economic and social credit system produces significant barrier. Defective view of the company the investor funded this behavior negative impact. This article from the International Investment Company v. ANDA the Giant Eagle Company flaws funded this case starting the form of capital contributions of the flaws, blemishes shareholder who qualification as well as the right to restrict, blemishes investor behavior solutions Exploration and related issues, some superficial understanding point of view. Paper is divided into three chapters: the first chapter, the first analysis of the International Investment Company v. Anda Giant Eagle defects funded this specific case, the first instance verdict in this case the cause of action, and the specific circumstances of the litigation, and the Heilongjiang High People's Court and the Supreme People's Court The final judgment of the second instance, the general introduction, the focus of the case, pointed out that the the controversy points of disagreement cases in theoretical circles and judicial practice, and the emphasis on this topic focus of debate. The second chapter of the cases around the flaw shareholder equity restrictions, conduct a legal analysis, a simple analysis of the contribution in the form of the current prevalence of several flaws; reason of defects funded; defects funded shareholder qualification is affected, whether limit the eligibility of its shareholders; flaws funded defects equity financed exactly how to limit, to both protect the good company capital enrichment, as well as the interests of the other shareholders and creditors of the company, and under the premise to protect the security of transactions and maintaining trading order not to aggravate the The burden of defects investor, so they do not lose the enthusiasm of the investment company. Discussed were mainly from the two major categories of self-the usufruct and co usufruct; defects equity financed is restricted, not deprivation, therefore the flaws equity financed restricted, and propose how to restore the option exercise. Chapter III, funded behavior norms to solve the perfect flaws funded behavior, reduce blemishes on the market in order to maximize the funding, respectively, from the perfect flaw shareholder responsibility, its interest plus penalty responsibility to establish the conditions are ripe flaws funded delisting system , to establish flaws funded early warning mechanism, strengthen internal restraint mechanism, strengthen aspects of the verification agency's verification responsibilities proposed measures to expect flaws funded behavior can gradually advancing in the right direction, the company's capital system more perfect to promote The company's development, the development of a market economy.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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