股东出资违法的责任性质及范围之厘定

On the Nature and the Range of the Responsibility of the Shareholder Who Had Illegal Investment

股东出资行为是公司活动中最为重要的行为之一,其出资财产是公司成立、存续、开展经营活动及独立承担法律责任的物质基础,是公司独立人格之最重要构成要素。当前我国规制股东出资行为的相关立法还不够完善,导致实践中股东瑕疵出资,损害其他股东、公司及公司债权人利益的现象时有发生。如何确定股东瑕疵出资的责任主体、责任性质、责任范围,无论在理论界还是司法实务中都有研究的必要。

The shareholder's investment is one of the most important company activities,the wealth that shareholder invests into the company is the material basis of the company's formation,existence,business activities and independent legal liability,and the most important element of the company's independent personality.Current regulation of the relevant legislative acts of the shareholders investment is still not perfect,lead to the frequent phenomenon that shareholder's default investment do harm to the interests of other shareholders,company and creditors of the company in practice.This article focuses on the investigator,nature and scope of the responsibility of the shareholder who had illegal investment,give brief introduction and comment of existing research results.The author also put forward his own view to be helpful in solving the problem.