Transfer Of A Limited Liability Company To Share Flaws

Capital contribution of shareholders is the material basis of existence of company, which is the most important and fundamental way of company's capital formation. For the creditors of company, capital contribution is the basis of credit for company to take responsibility. So whether shareholders contribute in accordance with the sponsors'agreement or the subscription agreement, the articles of association and relevant laws, shall have an important impact not only on company itself and other shareholders, but also on any third party as the creditors of company. The obligation of capital contribution for shareholders derives from the sponsors'agreement and subscription agreement. Sponsor shareholders who contribute defectively shall assume liability for company for breach of contract and other shareholders shall assume joint and several liabilities for company due to defective capital contribution. Sponsor shareholders shall assume liability for breach of contract to other shareholders, and under particular circumstances, sponsor shareholders shall assume liquidation responsibilities to the company creditors.The transfer of shares in limited company not only involves the relations between the transferor and transferee, but also involves the relations between the two parties and other shareholders,the company and the third person outside the company. Especially in the process of the transfer of shares, the contract may involve multiple relations; the defective shares inevitably have adverse impaction on the related persons. Consummating the transfer of shares system has an active influence not only to limited company but also to the economic development of our country. This text evaluates and considers the present transfer of shares system of our country, which based on seeing about the run status of transfer of shares system and combines the correlative rules of the Corporation Law and Contract Law. Recognition of the effectiveness of equity transfer contract flaws and analysis and evaluation accountability issues, which bring forward own advice to consummate transfer of shares system of limited company.