就合营企业股东出资的一些问题，如注册资本、投资总额、出资方式、出资期 限以及出资不到位的责任，我国的法律、法规、规章等作了部分规定。合营 企业股东出资的立法特点是规定认缴制，这与公司法的实缴制有明显区别， 但认缴制不等于授权资本制，从其本质而言仍属法定资本制范畴。合营者 出资不到位是合营企业存在的主要问题，它有多种表现形式。从南京东麦 公司案表现出的若干问题引致对我国合营企业法律漏洞的探究。就合营企 业出资不到位，我国立法侧重于对行政责任的追究，而对于如何保护合营企 业债权人的利益则少有规定。从法律规定、公司人格否认理论以及程序实 务等角度，探讨债权人权利行使的依据及程序。 Some issues such as the registered capital, total investment, means of investment, duration of investment and the lack of funds for the contribution of the shareholders of the joint venture, some provisions of our laws, regulations, rules and so on. The legislation characteristic of the joint venture shareholder’s contribution is to stipulate the subscription system, which is obviously different from the actual payment system of the company law. However, the subscription system is not equal to the authorized capital system, and is still in the scope of statutory capital system by its nature. The joint venture capital contributions are not in place is the main problems existing in the joint venture, it has a variety of manifestations. A number of problems emerged from the case of Nanjing Dongmai Company lead to the exploration of the legal loopholes in our joint ventures. In the case of the joint venture, the investment is not in place. Our country’s legislation focuses on the investigation of the administrative responsibility, but there are few rules on how to protect the interests of the joint venture’s creditors. From the perspectives of law, theory of denial of company personality and procedural practices, the author discusses the basis and procedures for the exercise of creditor rights.