股东出资瑕疵及其法律责任探析.doc

股东出资瑕疵及其法律责任探析
摘要
股东出资瑕疵是自公司作为法律主体出现后一直存在的问题,各国学者对股东瑕疵出资的问题都进行过深入的探讨。公司作为法律主体在中国出现的时间相对较晚,然股东出资瑕疵的问题却比其他国家更甚。究其原因,主要是中国未对股东瑕疵出资问题在法律上进行相应的规定。《公司法》司法解释三虽然规定应对股东瑕疵出资进行相应地处罚,然就当前实践现状而言仍有许多不足之处。本文从探究股东瑕疵出资的目的出发,在对股东瑕疵出资进行分类后进而对其责任进行研究,提出自已的观点。本文主要分为三个层次:首先从多个角度定义了股东出资瑕疵的涵义;其次概括地对股东瑕疵出资进行了分类;第三部分则综合各方观点,之处当前理论及实践中对股东瑕疵出资应予的惩罚并提出自已的观点。最后对全文进行了总结。本文在搜集多份资料,在理论与实践相结合的基础上得出股东应对本身出资瑕疵应负相应责任的观点,类似观点虽已有学者提及,然双方亦尽有不同之处,希望本文对理论及实践界均有可用之处。
关键词:公司,股东,瑕疵出资,法律责任
The shareholder invests the slight defect and the legal liability searches analyzes the abstract
作者:杨珍珍
指导教师:唐小冬
The shareholder invests the slight defect is since pany took the legal main body has the problem which always exists, the various countries' scholar to the shareholder slight defect investment question all has carried on the thorough took the legal main body the time which appears in China relative late, however the shareholder invests the slight defect question pare other countries actually its reason, mainly is China has not carried on the corresponding stipulation to the shareholder slight defect investment question in the law."Law of corporation" judicial interpretation three although stipulated should carry on to the shareholder slight defect investment punishes correspondingly, however speaking of the current practice present situation still has many article from inquired into the shareholder slight defect investment the goal embarks, in carries on the classification to the shareholder slight defect investment less advanced and conducts the research to its responsibility, proposes from already article mainly divides into three levels: First defined the shareholder from many angles to invest the slight defect implication; Next has broadly carried on the classification to the shareholder slight defect investment; The third part prehensive all quarters viewpoint, in the place current theory and the practice which should give the penal