Research On Legal Problems Of Equity Transfer Of Venture Capital In Limited Liability Company

Equity transfer is the most common type of commercial activity in a limited liability company,but if there has defects in the transfer,there will be many uncontrollable risks in the transaction.In China,there are several urgent problems need to be solved in the process of limited liability company transfers defective equity.First of all,there has no unified standard to determine the effectiveness of the defective equity transfer contract.It makes same type of case has different result of judgment.Second,the law does not stipulate who will take the civil liability after defective equity be transferred.At the same time,it’s too shallow to divide the civil liability,can not solve the problems in practice.In this paper,the author combs the effect that limited liability company’s defective equity transfer contract.At the same time,the author clarifies the similarities and differences between the disputes.Analyzing from the aspects of the subject,object and nature of the contract,the author finds out the conclusion that the transfer contract should be a revocable contract.At the same time,ensuring equity transfer fulfills well,it is suggested that the parties of contract should prudently use the right of revocation.This paper concludes the types of civil liability that the limited liability company transfers defective equity,the dispute of the responsibility subject and the way how to take the responsibility.After concluding the feature of the commercial activity and economic market,the author presents some perfect suggestion.First,besides the existing types of disputes in the academic community,the civil liability subject should include other shareholders who do not have diligence obligations and assist withdrawal of capital.At the same time,including the directors and officers liabilities who do not have diligence obligations and assist withdrawal of capital.Second,the first paragraph of article 19 of<Company law judicial interpretation(3)>dose not have logic when it stipulates malicious assignee and transfer bear joint liability.The law should stipulate the assignee and transfer bear joint liability well in any case.Thirdly,defining what is goodwill,improving the burden of proof and analyzing the legal basis of the right of claim,providing the transfer of the goodwill rights of recourse.