论公司发起人的出资义务和违反出资义务的民事法律责任

Company Founders' Founding Obligations and Their Civil Legal Liability of Violation

公司发起人是指在公司章程上签字盖章并对公司出资的人。发起人的出资义务是指发起人应当足额、及时地缴纳各自在公司章程中所认缴的出资额。发起人的出资义务具有法定性:一是源于其发起人的身份属性;二是源于公司的公众性。发起人如违反出资义务,在给公司带来损害的情形下,应对公司承担侵权损害赔偿责任。同时,应按照合同法的规定对其他发起人承担违约责任,即按照发起人协议的规定继续向公司履行出资义务,同时对其他发起人承担支付赔偿金、损害赔偿等责任。

Company founders are defined as those who sign and seal on the company＇s constitution and invest in companies. Their founding obligations mean that they should appropriate their respective part of capitals according to the company＇s contribution in full and in time. Based on the founders＇ status and the company＇s public nature, their founding obligations are stipulated by law. In the case of damage caused to the company when the founders violate the funding obligations, they should undertake the liability for damages to the company. At the same time ,they should take on the liability for other sponsors according to the contract law, namely fulfilling funding obligations to the company in accordance with the sponsors＇ agreement, and undertaking the liability of paying compensation, damages and other liability to other founders.