关于禁止抽逃出资规则的适用性探析

Analysis of Applicability of Rule of Prohibiting Withdrawal of Investment

股东抽逃出资的行为在违反其出资义务的同时,对公司、债权人以及其他诚信股东的权益也造成了损害,公司注册资本制度改革后,学界对于禁止抽逃出资规则如何适用颇有争议。辨析抽逃出资的表现形式是认定行为不法性的关键,损害公司利益也是禁止行为的构成要件。抽是禁止的行为表述,逃是禁止的核心动机,无论改革前后,抽逃出资之资仍仅限于实际缴纳后又抽逃的资本。补充赔偿责任是抽逃出资民事责任的常态,若严重的抽逃出资行为导致公司法人格否认,行为股东需要对债权人负连带责任。

The behavior of Shareholders withdrawing capital contribution is not only violates their investment obligation, but also damages the rights and interests of the company creditors and other integrity shareholders. There is a quite controversial towards how to apply prohibitive norm of withdrawing capital in educational circlesafter the reform of the registered capital system. Distinguishing the form of withdrawing capital is the key to the determination of illegality. Damage the interests of the company also is the component of prohibited behavior, taking outthe capital is the expression of prohibited behavior; Escape is the core of the motivation prohibition. No matter before and after the reform, withdrawal of capital is still limited to the capital which being taken away after actual payment. Supplementary liability is the principle norm of civil liability for withdrawing capital.Behavioral shareholders directly bear jointy liabilities for the creditors if the serious withdrawal of investment behavior leads to denial of the personality of corporate juridical person.