Study On The Validity Of The Defective Capital Contribution Transfer Contract Of A Limited Liability Corporation

Qualification of shareholder's in the defective capital contribution transfer contract and validity of the defective capital contribution transfer contract of a limited Liability corporation is a high frequency of problems. The reason is that there is no definite regulation about this in the present law of our country, at the same time the theoretical studies have not formed unified views. The result of this is that there are different decisions in judicial practice on the same issue and judicial unity is being seriously challenged.Partâ… bring out the concept of equity investment through analysis a case . Partâ…¡is discusses the concept of equity investment and the various performance of the defective capital contribution .Partâ…¢is discussing the problem of the shareholder's qualification of the defective share in the contract. Because one people who is a shareholder of a corporation could transfer his or her rights of shareholder. This part has three small parts : First , the concept of shareholders; Second, several standards of confirming the qualification of a shareholder in our country, including the formalism of the Articles of Association, shareholders registration, business registration and certificates of investment real doctrine, the actual performance investment and the actual exercise of the rights of shareholders; Third, the result is that the relation of the investor and the shareholder isn't one correspondence coming by analyzing three doctrines in this area. Part IV is discussing the effects of contract defective capital contribution share transfer of a limited liability corporation. This part is introducing four theories in this area, including absolute no-effect theory, absolute validity theory, middle theory and the discrimination theory. After analyzing the merits and faults of all these theory, the author draws the conclusion on this question. Part V discusses the consequence of the defective shareholder transfer in the contract. This part is introducing three theories on this problem. The first one is that transferor is responsible for the defective capital contribution liabilities. The second is that that transferee is responsible for the defective capital contribution liabilities. The third is that both of the transferor and transferee are responsible for the defective capital contribution liabilities. After analyzing the merits and faults of all these theory, the author draws the conclusion on this question is that the third theory is more perfect than the others. The reason is that the transferor has the main liability to the creation of defective capital contribution. Transferee is the second people who should bear the liability for the defective capital contribution because he or she has the liability of careful. Furthermore, the third theory is good for the corporation getting effective capital. Which reflects the legislative purpose: "No one received from his own mistakes."It's a very complex issue that the equity transfer contract for the defective capital contribution of a limited liability corporation. It has practical significance of justice and important legislative guidance. However, the author's research capacity is limited, the author hope more people concerned about this issue, making a deeper study on this issue in order to guide the Company Law complete, unify judicial practice.