The Legal Research About The Equity Transfer Of Shareholders With Unpaid Capital Contribution

In recent years,the legal system of our company has been gradually improved,and the theory of company law has been gradually deepened.Company equity transfer is a hot topic.Our country began to practice the system of company capital subscribed,so the company's equity transfer problem is more and more complex.Investors just subscribed to the company but haven't paid in or paid in part,at this point,if transfer the equity,such equity transfer will involve a series of problems.This paper attempts to describe the following questions through four parts: the qualification and right determinationof the unpaid shareholders,the equity transfer effectiveness,who will undertake the obligation to supplement capital contribution to the company after theequity transferred,and puts forward how to further improve the system of the equity transfer under the system of company capital subscribed,so as to balance the interests of all parties.In the first part,it mainly discusses how to determine the shareholders' qualification and the rights of the shareholders under the system of subscription.In this part,it points out that only the not fully funded shareholders within the investment period belongs to the category of the investment not in place.On the basis of this,it points out that this kind of shareholder is also a qualified shareholder,but his or her rights may be limited.The second part mainly discusses the effect of unpaidequity transfer.Itpoints out that equity transfer behavior can be divided into contract behavior and equity changebehavior.It also points out that,under the system of subscription,if there is fraud in the transfer agreement,thenthe agreement can be revocable or changeable.Furthermore,it points out the effect of the equity transfer itself,the equity is still valid and can be transferred,but the transfer should be limited.In the third part,it mainly discusses the legal relationships between the parties.Firstly,who will pay the contribution to the company after transferredthe equity? It points out thatthe assignor and the assignee shall be jointly liable for the company only when the equity transferee is malicious.Otherwise,it is the responsibility of the assignor party.Secondly,who will responsible for the company's creditors? It points out thatthe assignor and the assignee shall bear the joint and several liabilities.The last part mainly discusses how to further improve the unpaid quity transfer system.It suggests that the provisions about the false capital contribution and withdrawal the capital should be further refined and perfected.It also suggests that the rights of the assignee in good faith should be protected.If the assignee in good faith exercises of the right of revocation,the assignor willassume the liability for fault of the contracting.But otherwise,the assignor will assume theliability for compensation for breach of contract.