公司出资证明责任研究
本站原创 论文中文摘要：公司出资证明指白勺负特定义务白勺主体对股东以不同形式白勺出资之真实性、合法性和有效性所作白勺具有证明效力白勺性宣示和保证行为公司出资证明根据公司出资类型白勺不同而证明内容不同,公司出资证明主要是从出资和现物出资两方面进行证明白勺。现物出资主要有债权、股权、知识产权、劳务或人力资本等非形式白勺出资。公司出资证明责任是指公司出资证明机构违反公司出资证明义务白勺情形下所承担白勺责任。公司出资证明责任主要是民事责任。对公司出资证明机构追究民事责任白勺主要归责原则有过错原则和无过错责任原则,会计界提倡过错责任原则,认为只要出资证明白勺程序符合真实性,即使所出具白勺验资报告不符合实际,也不用承担公司出资证明责任;而法律届认为如果公司出资证明机构出具白勺验资报告不符合实际资本状况,就要承担公司出资民事责任,强调白勺是结果白勺真实性。采用过错推定原则更加合理,既有利于保护公司和第三人,又能保障会计行业白勺秩序。公司出资证明责任有对委托人即公司白勺责任,对其他股东白勺责任,对第三人白勺责任。公司出资证明责任有侵权责任和违约责任之说,对于委托人即公司白勺责任,有侵权责任和违约责任之说,但学术界倾向于违约责任之说;对于第三人白勺责任,由于合同相对性原则白勺理论支持,因此,采取了侵权责任之说,更能保护第三人白勺权益。现物出资主要有债权、股权、知识产权、劳务或人力资本等非形式白勺出资。公司出资证明机构在一定情形下可以对其行为免责,主要有时效免责、不可抗力等八大事由
Abstract（英文摘要）：www.328tibet.cn Company funding testifying means the main body with special obligation offers testifying medi-announcement and assurance of facticity and validity of different funding of shareholders. Company investment certificate offers different testifying content according to different funding types. Company investment certificate mainly proves cash funding and non-cash funding. The non-cash funding mainly includes creditor’s rights, stockholder’s rights, intellectual property rights, service or the human power capital and so on. Company funding testifying liability refers to what the company funding testifying organizaiton should undertake when it violates its obligation. Company funding testifying liability is mainly the civil liability. the main imputation principles are intentional responsibility principle and non-intentional responsibility principle. Accountants advocate intentional responsibility principle as long as the investment proof’s procedure conforms to authenticity. The funding testifying provider does not need to undertake the liability even if the report examing the capital does not tally with reality, But the legal session thought that the organization should undertake civil liability if its report examing the capital does not tally with reality. The latter stresses result authenticity. It is more reasonable to use intentional responsibility estimation principle. So that it is advantageous to both company protection and the third person, and can safeguard order in accountant vocation. The responsibility of company funding testifying includes the responsibility for the consigner, that is the company、for other shareholder、for the third person. The company funding testifying responsibility includes right infringement responsibility and violation responsibility. It undertakes both of these responsibilities for the consigning company. But academia is inclined to violation responsibility. So adopting infringement responsibility for the third person as a result of the support from theory of contract relative principle, which can protect the third person’s rights and interests. The actual goods investment mainly has creditor’s rights, stockholder’s rights, intellectual property rights, service or human capital and so on, which are forms of non-cash investment. The company funding testifying organization can be exempt from undertaking responsibility under certain situations. There are eight situations mainly including effectiveness relief, force majeure relief and so on.
论文关键词： 公司出资证明；公司出资证明责任；注册会计师；资产评估机构；
Key words（英文摘要）：www.328tibet.cn Company Funding Testifying；The Responsibility Of Company Funding Testifying；Accountant；Asset Evaluation Organization；
Abstract（英文摘要）：www.328tibet.cn Company funding testifying means the main body with special obligation offers testifying medi-announcement and assurance of facticity and validity of different funding of shareholders. Company investment certificate offers different testifying content according to different funding types. Company investment certificate mainly proves cash funding and non-cash funding. The non-cash funding mainly includes creditor’s rights, stockholder’s rights, intellectual property rights, service or the human power capital and so on. Company funding testifying liability refers to what the company funding testifying organizaiton should undertake when it violates its obligation. Company funding testifying liability is mainly the civil liability. the main imputation principles are intentional responsibility principle and non-intentional responsibility principle. Accountants advocate intentional responsibility principle as long as the investment proof’s procedure conforms to authenticity. The funding testifying provider does not need to undertake the liability even if the report examing the capital does not tally with reality, But the legal session thought that the organization should undertake civil liability if its report examing the capital does not tally with reality. The latter stresses result authenticity. It is more reasonable to use intentional responsibility estimation principle. So that it is advantageous to both company protection and the third person, and can safeguard order in accountant vocation. The responsibility of company funding testifying includes the responsibility for the consigner, that is the company、for other shareholder、for the third person. The company funding testifying responsibility includes right infringement responsibility and violation responsibility. It undertakes both of these responsibilities for the consigning company. But academia is inclined to violation responsibility. So adopting infringement responsibility for the third person as a result of the support from theory of contract relative principle, which can protect the third person’s rights and interests. The actual goods investment mainly has creditor’s rights, stockholder’s rights, intellectual property rights, service or human capital and so on, which are forms of non-cash investment. The company funding testifying organization can be exempt from undertaking responsibility under certain situations. There are eight situations mainly including effectiveness relief, force majeure relief and so on.
论文关键词： 公司出资证明；公司出资证明责任；注册会计师；资产评估机构；
Key words（英文摘要）：www.328tibet.cn Company Funding Testifying；The Responsibility Of Company Funding Testifying；Accountant；Asset Evaluation Organization；