A Study On The Legal Effects Of Capital Increase Process Of Limited Liability Company By Investors

Corporate capital increase is a collection of a series of legal acts.Each transaction step is independent and related to each other,which will affect the final completion of the transaction.Due to the lack of validity of legal rules,the lack of systematic sorting out of the effect of procedural elements in each stage of capital increase behavior and its impact on the overall effectiveness of capital increase behavior in theory,the judicial practice of hearing disputes related to capital increase is limited to the form of shareholder qualification review and contradictory,unable to adapt to the development of financing transactions of limited liability companies.Based on the experience of foreign legislation and the systematic explanation of our country's law,this paper clarifies the criteria for determining effective capital increase: the effect of capital increase on the company is determined by the agreement of capital increase based on the legitimate and effective capital increase resolution,and the internal effect of capital increase is shown by the effect of new capital generation and equity creation.The external effect of capital increase is premised on the internal effect and based on the industrial and commercial registration.The external effect of capital increase is manifested in the public effect of registered capital and the antagonistic effect of new shareholders' acquisition of equity.On the premise of defining the procedural elements of effective capital increase and the internal and external effective standards,it is necessary to classify and discuss the complex and changeable defective capital increase behavior in practice,and to clarify the possible impact of the defects of a procedural element of capital increase on the overall capital increase behavior.After classifying and discussing the defects of capital increase resolution,capital increase contract and performance of capital increase obligation in practice,the defects of capital increase resolution are separable,and the defects of capital increase resolution will lead to invalidity of capital increase behavior.However,the resolution flaws of individual preferential subscription rights only involve the ownership of relevant equity,which does not affect the effectiveness of capital increase;for existing shareholders,they exercise their preferential subscription rights instead of investors to become subscribers of corresponding new capital,thus obtaining corresponding new equity;for investors,they have no right to acquire shareholders but have the right to seek liability for breach of contract.Relief.The defect of capital increase contract refers to whether the contract can restrict the company when the signer has defect.As the "Company Law" clearly stipulates that the behavior of capital increase belongs to the authority of the shareholders' meeting of the company,the expression of the intention of capital increase should be formed by the company through the resolution of the shareholders' meeting,and expressed by the legal representative or authorized representative to the outside world.The capital increase contract without company resolution belongs to the broad sense of unauthorized agency contract.However,there are two exceptions: first,when the counterpart fulfills the formal review obligation,it establishes the agency by estoppel.The contract is valid,but the agreement of capital increase in these contracts does not have equity effect,and only has binding force on the company's debt.Secondly,in modern financing transactions,the parties usually take the decision of the company to increase capital as the premise of fulfilling their investment obligations.At this time,they should regard such contracts as the carrier of the transaction arrangements between the parties,and there is no obstacle to their effectiveness without the decision of increasing capital.From the point of view of the nature of the commercial contract of the capital increase contract,the validity explanation that is most in line with the commercial purpose of the parties is made.Except for the preceding exceptions,the parties to the capital-raising contract approved by the company by the resolution of the shareholders' meeting shall be legally binding on the company.Finally,the performance flaws of the capital increase obligation mainly refer to the performance flaws of the company's internal and external records of changes and registration of changes in the capital increase obligation.Such performance defects do not affect the internal effectiveness of the capital increase,but hinder the external effectiveness of the capital increase,and the capital increase can not have a complete legal effect.If a company fails to fulfill its obligation to increase capital and obstructs the investors from obtaining complete equity,the investors may choose to ask the court to confirm their shareholders' qualification or to relieve them by exercising the right to rescind the contract.