问题 问答题

甲、乙、丙于2006年3月出资设立A有限责任公司,注册资本为1000万元,甲出资350万元,全部为货币出资,乙以机器设备作价500万元出资,丙以知识产权作价150万元出资。2007年4月,该公司又吸收丁入股。2008年10月,该公司因经营不善造成严重亏损,拖欠巨额债务,被依法宣告破产。管理人在清算中查明:乙在公司设立时作为出资的机器设备,其实际价额为120万元,显著低于公司章程所定价额500万元;乙的个人财产仅为20万元。 要求:根据有关法律规定,分别回答以下问题: (1)A有限责任公司的注册资本是否符合规定并说明理由。 (2)甲出资的金额是否符合规定并说明理由。 (3)对于股东乙出资不实的行为,在公司内部应承担何种法律责任 (4)对乙出资不足的问题,股东丁是否应对其承担连带责任并说明理由。

答案

参考答案:

解析:(1)A有限责任公司的注册资本符合规定。根据《公司法》的规定,有限责任公司注册资本最低限额为3万元。该公司的注册资本为1000万元,符合规定。(2)甲出资的金额符合规定。根据《公司法》的规定,全体股东的货币出资金额不得低于有限责任公司注册资本的30%。该公司货币资金全部由甲股东提供,甲出资350万元超过了注册资本的 30%,因此是符合规定的。(3)根据规定,股东不按规定缴纳所认缴的出资,应当向已足额缴纳出资的股东承担违约责任。(4)丁不应承担连带责任。根据规定,有限责任公司成立后,发现作为出资的非货币财产的实际价额显著低于公司章程所定价额时,应当由交付出资的股东补缴其差额,公司“设立时”的其他股东对其承担连带责任。在本题中,对乙出资不实的问题,如果乙的个人财产不足以弥补其差额时,应当由公司设立时的其他股东“甲、丙”承担连带责任,丁不承担连带责任。

阅读理解

Happiness is for everyone. You don’t need to worry about people who have beautiful houses with large gardens and swimming pools or those who have nice cars and a lot of money and so on. Why? Because those who have big houses may often feel lonely and those who have cars may want to walk on the country roads in their free time.

In fact, happiness is always around you if you put your heart into it. When you are in trouble at school, your friends will help you; when you are studying hard at your lessons, your parents are always taking good care of you; When you get success, your friends will say congratulations to you; When you do something wrong, people around you will help you to correct it. All your happiness is always around you.

Happiness is not the same as money. It is a feeling of your heart. When you are poor, you can also say you are very happy, because you have something else that can’t be bought with money. When you meet with difficulties, you can say loudly you are very happy, because you have more chances to challenge yourself. So you should not always say you are poor and you have bad luck. As the saying goes, life is like a revolving(旋转的) door. When it closes, it also opens. If you take every chance you get, you can be a happy and lucky person.

根据短文内容,选择最佳答案。(共5小题,每小题2分,满分10分)

小题1: Happiness is for ____________.

A.those who have large and beautiful houses

B.those who have cars

C.those who have a lot of money

D.all people小题2:When you do something wrong, _________.

A.people around you will help you to correct(改正)it

B.you will have no chance to challenge yourself

C.your classmates will laugh at you

D.you will be happy小题3: Which is TRUE according to the passage?

A.When you get success, your friends will say congratulations to you.

B.You can’t get help from others when you make mistakes.

C.You can’t be a happy person if you have little money.

D.Happiness is not a feeling from your heart.小题4: Why do we say “Happiness is not the same as money”?

A.Because money always brings happiness.

B.Because money doesn’t always bring people happiness.

C.Because everything can be bought with money.

D.Because only rich people have happiness.小题5:What is the best title for the passage?

A.Happiness is for everyone.

B.Lucky life.

C.Do something good to others.

D.Life and success.

单项选择题