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简述出资违约责任的性质与内容。

答案

参考答案:

性质:出资违约责任是指股东不履行其出资义务对公司和其他出资人所应承担的民事法律责任。

从各国公司立法看,对股东出资违约责任的追究可以采取的救济手段主要有:

1.追缴出资。即公司对违反出资义务但仍有履行可能的股东要求其继续履行出资义务。经公司追缴,股东如仍不履行出资义务的,公司有权请求强制履行。追缴出资作为一种救济手段,它常用于非货币出资的情形。

2.催告失权。又称失权程序,是指公司对于不履行出资义务的股东,可以催告其于一定期限内履行,逾期仍不履行的,即丧失其股东权利,其所认购的股份可另行募集。此种失权是当然失权,已失权之认股人即使其后交纳了股款,也不能恢复其地位,因而有督促认股人及时履行出资义务的作用。

3.损害赔偿。股东的出资义务是一种债的义务,股东违反出资义务给公司和其他股东造成损失的,应承担损害赔偿责任。在公司成立的情况下,违反出资义务的股东应向公司承担损害赔偿责任,如果由于股东违反出资义务而导致公司不能成立或被撤消、解散的情况下,违约的股东应向其他守约的股东承担损害赔偿责任。大多数国家公司法都规定损害赔偿是可以和其他救济手段并用的一种救济方式,当其他救济手段不足以弥补其所遭受的损失时,公司或其他守约股东仍可要求股东承担损害赔偿责任。

阅读理解

Suppose you are a visitor in the land of Mongolia(蒙古), some friends ask you to eat with them. What kind of manners do they want you to have? They want you to give a loud “burp(打嗝)” after you finish eating. Burping shows that you like the food.

In some countries, if you give a loud burp, you are told to say “Excuse me, please.”

In many places people like to eat together. But in some parts of Polynesia(波利尼西亚)it is bad manners to be seen eating at all. People show good manners by turning their backs on others while they eat.

What are manners like in an East African town? People try not to see you. They are being polite. You may see a friend. He may not see you at all. If you are polite, you will sit down beside him. You will wait until he finishes what he is doing. Then he will talk to you.

Manners are different all over the world. But it is good to know that all manners begin in the same way. People need ways to show that they want to be friends.

小题1:In Mongolia, burping is a way to show that__________.

A.the host is very friendly with the visitors

B.one doesn’t want to eat anything at all

C.one enjoys the meal that is prepared by the host

D.one is not polite at table小题2: In some parts of Polynesia, to be polite while eating, one should____________.

A.eat as fast as possible

B.eat with his mouth full of food

C.turn his back on others

D.sit still without doing anything小题3:It is good manners for people in East African towns__________.

A.to sit down beside others and wait for them to talk

B.to say “hello” to others on the street

C.to try to talk to others when they are working

D.never to speak to anyone on the street小题4:We have good manners to show that we________.

A.are different from other

B.begin all manners in the same way

C.want to be friendly to other people

D.don’t want people to trouble us小题5:Which of the following is not true?

A.Manners are not the same in different countries.

B.It is good manners to give a burp when you’ve had enough in any place.

C.Sometimes manners are different in different places in the same country.

D.A person with good manners is liked by other people.

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