중국 유한회사에서 출자의무와 사원의 지위에 대한 고찰

Abstract

In adopting the fully Subscribed Capital system under the amendment of the Chinese Corporation Law in 2013, China has no clear provisions on shareholder’s rights, except in the case of claim for dividends of interest and acquisition of new shares. As a result, there is a controversial issue regarding the status of shareholders who have not fulfilled their contributions. In particular, the Chinese courts have not seen any unification regarding whether the voting rights of the shareholders are restricted when the period of contributions in the articles of incorporation has not been reached after the establishment of the company. In this paper, if the due date set forth in the articles of incorporation is not reached, it is not a failure to fulfill the contribution, and thus, in principle, the shareholders shall have the shareholder’s rights unless it is expressly restricted by the relevant laws. Defects of contributions can be classified into the failure of obligation and the illegal collection of contributions. The illegal collection of contributions is a unique concept that does not exist in Korean law, and it has an advantage that the statute of limitations does not apply to its monetary compensation. In addition, the corporation can restrict rights of the shareholders and expel shareholders. In the case of illegal collection of contributions, Korean law regulates it by means of self-transaction or breach of trust. However, Chinese Corporation law considers it defects of contributions and uses various means of remedies to protect corporation property.