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有限公司股东出资瑕疵是公司法实务中较为普遍的现象。股东不出资或不适当履行出资义务会造成股东之间合作破裂、公司经营管理陷入困境。鉴于立法规定的不足,对处于该僵局下的诚信股东的权利如何救济,进一步在不解散公司的情况下实现公司运营的好转,成为公司法实务中的一个难点。文章从典型案例出发,探讨了依据现有立法解决该类纠纷的缺陷,并主张应当尽快在我国公司制度中确立股东失权程序。
Defects in the contribution of the shareholders of limited company are the more common phenomenon in the practice of company law. If shareholders do not contribute or improperly perform their funding obligations, the cooperation among shareholders will be ruptured and the operation and management of the company will be in a dilemma. In view of the lack of legislation, it becomes a difficult point in the practice of company law to relieve the rights of honest shareholders under the stalemate and to further improve the company’s operation without dissolution of the company. Starting from typical cases, the article discusses the defects of settling such disputes according to the existing legislation, and advocates that the process of shareholders’ loss of authority should be established in our company system as soon as possible.