According to the relevant laws and regulations of our country, after the establishment of the company, if the shareholders fail to subscribe their capital contribution according to the articles of association, they need to subscribe within the specified time, otherwise they will be liable for breach of contract to the shareholders who have paid their capital contribution in full and on time.
Company Law of the People's Republic of China
Article 28; Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 29; After the shareholders have paid the capital contribution specified in the Articles of Association in full, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the application for company registration, the Articles of Association and other documents to the company registration authority to apply for registration of establishment.
Article 30; After the establishment of a limited liability company, if it is found that the actual price of the non-monetary property contributed by the company is obviously lower than the amount stipulated in the articles of association, the shareholders who contributed shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Second, the constitutive elements of the crime of false capital contribution
The crime of false capital contribution refers to the behavior that the promoters and shareholders of a company violate the provisions of the company law, fail to deliver money, goods or transfer property rights, or withdraw capital contribution after the company is established, with huge amount and serious consequences or other serious circumstances.
1, object element
The object of this crime is to violate the national company capital management system.
2. Objective factors
This crime is objectively manifested as an act that violates the provisions of the company law, fails to deliver money, physical objects or transfer property rights, falsely contributes capital, and the amount is huge, with serious consequences or other serious circumstances. Specific performance in the following three aspects:
(1) must have violated the relevant provisions of the Company Law on capital contribution. The Company Law clearly stipulates the way of capital contribution and the way of fulfilling the obligation of capital contribution by the promoters and shareholders of a limited liability company. It should be noted that for a joint stock limited company, except for the promoters who can make contributions in any of five ways, such as cash, physical objects, industrial property rights, non-patented technology or land use rights, other shareholders are not allowed to make contributions in kind, industrial property rights, non-patented technology or land use rights, and can only become shareholders of the company in cash.
(2) There must be false capital contribution, that is, in violation of the provisions of the Company Law, money, objects or property rights are not transferred and false capital contribution is made.
(3) It must be an act with huge amount, serious consequences or other serious circumstances.
"Huge amount, serious consequences or other serious circumstances" is the main boundary between this crime and non-crime. If the actor's false capital contribution is not large, the consequences are not serious, and there are no other serious circumstances, it cannot constitute this crime.
3. Main elements
The subject of this crime is a special subject, that is, the promoters or shareholders of the company.
4. Subjective factors
The subjective aspect of this crime can only be constituted by intention.
From the above, it can be seen that a large amount of false capital contribution or serious consequences may constitute a crime of false capital contribution.