论瑕疵出资人责任范围——以对公司债权人承担的责任为限

审判与执行工作的热点与难点之一就是瑕疵出资人对公司债权人承担责任的范围问题。该责任范围在执行程序中、审判程序中以及破产程序中各有不同的判断标准。在执行程序中瑕疵出资股东可能被直接追加为被执行人,在出资不实的范围内对公司债权人承担责任,但若出资不实行为发生于增资时的,债权债务必须发生在增资登记之后;而在商事审判程序中,在长期争议之后,将该责任范围限定于未出资本息范围内;破产程序中,瑕疵出资的股东承担的是补足出资的责任。三种责任范围应逐步协调统一。

Where a company is filed for execution and its shareholder＇s payment of capital is found to have defects, the shareholder may be directly hell to bear the liability to the creditors of company as the person subject to execution within the limit of defective payment. However, in case that the defective payment has occurred when a company increases its capital the shareholder shall not be liable for the company＇s debts as above unless debts of the company have occurred after the registration of the capital accretion. Where the company subject to execution is filed for or declared bankruptcy, the execution to the shareholder with defective capital contribution shall be suspended or concluded at the same time and the shareholder shall bear the liability investment complement. In a long time, there have been two conflicting views on the limits within which the shareholder with defective capital contribution shall be liable in trial practice. Although now the two views in trial practice have unified in that the limit should be the principal and interest of the defective capital contribution, the limit of liability in the procedures of trial is still different from which in the procedures of execution and bankruptcy , which should realize the gradual unification of rules in judicial practice.