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I. Introduction. In modern business activities, the capital of an enterprise is the cornerstone of its stable operation and sustainable development. However, in order to obtain profits quickly, some investors may adopt false capital contributions or withdraw capital contributions, which not only damages the interests of enterprises, but also undermines fair competition in the market. The purpose of this article is to raise public awareness of the legal consequences of false capital contributions and withdrawal of capital contributions, and to promote the healthy development of the market.
2. Definition of false capital contribution and evasion of capital contribution.
False capital contribution refers to the act of obtaining shares of the company without actually paying the capital contribution to the company in accordance with the promise or agreement. Such behavior not only violates the Company Law and relevant regulations, but also harms the rights and interests of the company and other shareholders, as well as creditors.
Withdrawal of capital contribution refers to the act of an investor illegally withdrawing all or part of the capital contribution paid by the investor after the establishment of the company. This kind of behavior also violates the company law and related regulations, and causes serious harm to the company's stable operation and long-term development.
3. Legal consequences.
According to the Company Law and relevant laws and regulations, investors who make false capital contributions or withdraw capital contributions will bear the following legal consequences:
1) Civil liability: Article 49 of the new Company Law stipulates that shareholders shall pay in full and on time the amount of their subscribed capital contributions as stipulated in the articles of association of the company. If a shareholder fails to pay the capital contribution in full on time, in addition to paying the full amount to the company, he shall also be liable for the losses caused to the company.
2) Administrative liability: Article 252 of the new Company Law stipulates that if the promoters and shareholders of a company make false capital contributions, fail to deliver or fail to deliver the monetary or non-monetary assets used as capital contributions on time, the company registration authority shall order them to make corrections and may impose a fine of not less than 50,000 yuan but not more than 200,000 yuan; where the circumstances are serious, a fine of between 5% and 15% of the amount of false capital contributions or unfunded capital contributions is to be imposed.
3) Criminal liability: Article 159 of the Criminal Law stipulates that if the promoter or shareholder of a company violates the provisions of the Company Law by failing to deliver money, goods or transfer property rights, make false capital contributions, or withdraw their capital contributions after the establishment of the company, and the amount is huge, the consequences are serious, or there are other serious circumstances, he shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and/or a fine of not less than 2% but not more than 10% of the amount of false capital contributions or the amount of capital contributions withdrawn.
The interpretation of articles 158 and 159 of the Criminal Law of the People's Republic of China by the Standing Committee of the National People's Congress provides as follows:
The Standing Committee of the National People's Congress discussed the scope of application of Articles 158 and 159 of the Criminal Law after the amendment of the Company Law to companies that implement the paid-in registration system for registered capital and the registration system for subscription, and explained that the provisions of Articles 158 and 159 of the Criminal Law are only applicable to companies that implement the paid-in registration system for registered capital in accordance with the law.
Therefore, except for companies that implement the paid-in registration system of registered capital in accordance with the law, shareholders of other companies do not bear criminal liability for false capital contributions or withdrawal of capital contributions.