What is the responsibility of shareholders for not paying their capital contributions on time?
1. What is the responsibility of shareholders for not paying their capital contributions on time? According to the Company Law, shareholders of a company with insufficient capital contribution shall bear the following responsibilities: shareholders with insufficient capital contribution shall bear the liability for breach of contract. Article 28 of the Company Law stipulates that if a shareholder fails to pay his capital contribution as agreed, he shall be liable for breach of contract to the shareholder who has paid his capital contribution in full and on time. Shareholders with insufficient capital contribution shall bear the responsibility of repaying their capital contribution to the company. (1) Where shareholders make capital contributions in cash, they shall pay their respective subscribed capital contributions in full and on time as stipulated in the Articles of Association. If the capital contribution is insufficient, it shall pay the full amount of capital contribution to the company in time. (2) If the shareholder contributes capital with non-monetary property, and the actual price of the non-monetary property is obviously lower than the price stipulated in the company's articles of association, the shareholder shall make up the difference. The rights of shareholders with insufficient capital contribution should be restricted. According to the company's regulations, if the shareholders' capital contribution is insufficient, the shareholders shall exercise their rights according to the paid-in capital contribution. For example, Article 35 of the Company Law stipulates that shareholders shall receive dividends according to the proportion of their paid-in capital contributions, unless otherwise stipulated in the articles of association. 2. What are the legal consequences of shareholders' failure to pay or withdraw their capital contribution according to regulations? 1. Make up the capital contribution and bear the liability for breach of contract. According to the second paragraph of Article 28 of the Company Law, Articles 13 10 and Article 19, paragraph 2 of Judicial Interpretation III of the Company Law, the company or other shareholders may request the shareholders who have paid their contributions in full and on time to make up their contributions, and bear the liability for breach of contract. Based on the limitation of action, shareholders are responsible for capital contribution. 2. Restriction of Shareholders' Rights According to the relevant provisions of Articles 16 and 17 of Judicial Interpretation III of the Company Law, if a shareholder fails to perform or fails to fully perform his capital contribution obligations or withdraws his capital contribution, the company shall impose corresponding reasonable restrictions on his shareholders' rights, such as the right to request profit distribution, the right to subscribe for new shares, the right to request the distribution of surplus property, etc., and the people's court will not support it. 3. Dissolution of Shareholder Qualification According to Article 17 of Judicial Interpretation III of the Company Law, if a shareholder of a limited liability company fails to perform his capital contribution obligations or withdraws all his capital contribution, and fails to pay or return his capital contribution within a reasonable period after being urged by the company, the company will dissolve his shareholder qualification by a resolution of the shareholders' meeting, and the people's court will not support it if the shareholder requests to confirm that the dissolution is invalid. 4. Paying off the company's debts According to the second paragraph of Article 3 13 of Judicial Interpretation of the Company Law, if the company's creditors request the shareholders who have not fulfilled their capital contribution obligations or have not fully fulfilled their capital contribution obligations to assume supplementary responsibilities for the part of the company's debts that cannot be paid off within the scope of unpaid principal and interest, the people's court shall support it. 5. The promoters shall be jointly and severally liable for the obligation to pay all the capital contributions when the company is liquidated. Article 22 of Judicial Interpretation II of Company Law stipulates that when the company is dissolved, the unpaid capital contribution of shareholders shall be regarded as liquidation property. Shareholders' unpaid capital contributions include due and unpaid capital contributions, as well as capital contributions that are not due in installments as stipulated in Article 26 and Article 8 1 of the Company Law. When the company's property is insufficient to pay off the debts, if the creditors claim that the unpaid shareholders and other shareholders or promoters at the time of the establishment of the company shall bear joint and several liabilities for paying off the debts of the company within the scope of unpaid capital contribution, the people's court shall support it according to law. For the economic losses caused by breach of contract, we have the right to apply for economic compensation from the breaching party and terminate the contract at the same time. Under normal circumstances, we can usually make a reminder for the failure to pay the capital contribution on time due to breach of contract. If the amount of liquidated damages is large, you can reasonably defend your rights through legal proceedings to protect your own interests from losses.