现行公司法尽管大致有16条涉及民事责任和民事救济内容,但从总体上看,民事责任制度极不完善,民事救济的可操作性不强。特别是在第十章“法律责任”中,绝大部分条款是关于行政处罚和刑事责任的规定,仅有4条涉及民事责任。为此,在公司法的修改中,应当进一步完善保护股东和债权人合法利益的民事责任制度。本文在比较各国立法的基础上,对股东违反出资义务的民事责任问题作一探讨,以期完善我国公司股东民事责任制度。 Although there are about 16 civil liability and civil remedies in the existing company law, the civil liability system is extremely imperfect and the civil remedy is not feasible. Especially in Chapter X, “Legal Liability,” the vast majority of the articles deal with administrative penalties and criminal liability. Only four of them deal with civil liability. Therefore, in the revision of the Company Law, the civil liability system for protecting the legitimate interests of shareholders and creditors should be further improved. Based on the comparison of national legislation, this article explores the civil liability of shareholders in breach of the obligation of contribution, with a view to improving the system of civil liability of shareholders in our country.