The Responsibility For The Company's Contribution Of Defects After The Equity Transfer

In order to keep the social and economic stability, ensuring the corporation's responsibility undertaking, the capital of the corporation has adopted the principle of capital maintenance. The production of the equity transfer also follows the capital maintenance principle, which promotes the flow of capital resources and brings new opportunities for the corporation's development. Therefore, the soul of the modern corporation system lies in the free principle of equity transfer. Based on the existing theory and have enacted laws and regulations, and the effect of the new company law judicial explanation three, in equity transfer this background of company funded on writing defects of responsibility nature, judge the time point defect contributive liability and responsibility subject and responsibilities may be way.Shareholders'defected contribution violates corporation's property, which lead in the violation of the shareholders and the creditors'interests. After the equity transfer conduct, the original defected contribution shareholder should undertake responsibilities according to the principle of taking responsibility. Under the commercial appearance of the doctrine, the assignee of the defect contribution should bear joint and several liabilities. Under the duty of internal supervision, the other shareholders should also bear joint and several liabilities. In order to safeguard the interests of corporation, the means of declaration of invalidity, repayable contribution, and damage paid could be applied to maintain the corporation's capital adequacy.