新公司法所设置的出资制度,勿庸置疑是符合我国市场经济实践及发展要求的,在理论上的成立亦不容辩驳。但这一制度的实施却面临着现实社会中诚信缺失的挑战,股东出资的失信将是一个无法回避的问题。在现代公司法人制度下,股东的出资责任是一个关键性问题,其关乎公司法人独立和股东有限责任的基础。因此,探讨股东出资的失信及其制约非常必要。 The contribution system set up by the new company law is undoubtedly in line with the requirements of China’s market economy and development and can not be refuted in theory. However, the implementation of this system is confronted with the challenge of lack of honesty and credit in the real society. The dishonesty of shareholders’ funding will be an unavoidable issue. Under the modern corporate legal person system, the shareholder’s contribution responsibility is a key issue, which is related to the foundation of corporate independence and shareholders’ limited liability. Therefore, it is very necessary to discuss the dishonesty and restriction of shareholder’s contribution.