虚假出资法律问题探析--兼谈中介机构和登记机关的义务与责任

公司资本是公司存在和运转的重要物质基础，也是保证交易安全及维护债权人的利益和实现公司股东利润最大化的前提，因此，我国公司法规定了严格的法定资本制度。但是，由于缺乏相应的制度防范机制和处罚措施，使我国的公司资本制度在很大程度上落空。对此，笔者提出应明确投资者虚假出资对公司债权人的责任、承担资产评估和验资、验证等中介机构虚假验资的责任以及公司登记机关对验资机构的制约及其对明知虚假出资的公司仍然予以登记的责任，以期完善我国注册资本验证制度。

On the Legal Problem of Fictitiously Offering Capital--On the Responsibility and Obligation of the Medium Organization and Registration Organ

The capital of an corporation is not only the important and substantial basis of which an corporation exists and develops, but also the presupposition of which ensures a trade, stick up for the rights and interests of the creditor, and brings profit for the shareholders in large degree, therefore, the corporation law of our country stipulates a strict capital system. However, the correspondingly guarding systems and penalizing measures causes that the capital system in our country cannot achieve the goal. And so, the author put forward that the investor should bear the responsibility due to fictitiously offering capital, the medium organs of which evaluate capital and examine the certificates should bear the responsibility as a result of fictitiously examining capital, and the registration organizations should restrict the medium organs, meanwhile, the registration organizations should bear the responsibility if they still register the corporation which fictitiously offer capital when they clearly know about it, and the system of examining registration capital is able to be perfected.