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公司资本由股东的出资构成。股东承担按照公司设立协议或公司章程确定的出资份额履行完全出资的义务。股东出资瑕疵是股东违反出资义务的一些出资行为方式的特定概括,瑕疵出资的类型有延迟履行、出资不实、瑕疵给付和抽逃出资四种情况。股东应为其出资瑕疵的行为承担责任,对足额出资的其他股东为违约责任;对公司为侵害财产期待权的侵权责任;对债权人既可以为违约责任又可能是侵权责任。
Corporate capital consists of shareholders’ contribution. The shareholders shall assume the obligation to fully finance the investment according to the share of the capital established by the agreement on the establishment of the company or the articles of association of the company. Defects in shareholders’ contribution are specific summaries of the ways in which some shareholders act in breach of their contribution obligation. There are four types of deceptions, such as delayed performance, unfair investment, defective payment and capital flight. The shareholders shall bear the responsibility for the act of making capital contribution, and shall be liable for breach of contract to other shareholders who have fully contributed capital. The company shall be liable for infringement against the Company in expectation of infringement of assets. Creditors may be liable for breach of contract and tort liability.