论文部分内容阅读
在司法实务中,对未足额出资或虚假出资的股东在公司不能清偿对外债务时应承担的责任存在着争议。本文从法律解释学的角度出发,论述了股东未足额出资或虚假出资的行为是一种侵权行为。在股东未足额出资或虚假出资情况出现时,对外要以其未缴纳出资为限承担补充责任。此外,在内部责任承担方面,未足额出资或虚假出资股东还应对其它股东承担连带责任。
In judicial practice, there is controversy over the liability of under-funded or fictitious shareholders for the company’s failure to repay external debt. From the perspective of legal hermeneutics, this article discusses that it is a kind of infringement that a shareholder fails to make full or false investment. When the shareholder fails to fully fund or falsifies the capital contribution, the foreign party shall assume additional liability for the unpaid contribution. In addition, shareholders with under-funded or fictitious capital contributions should also be jointly and severally liable to other shareholders for their internal responsibility commitments.