| Shareholders’ contribution is the blood of the company’s operation.If the contribution is defective,it will damage the integrity of the company’s capital and the interests of creditors.Therefore,when the company can not pay off its debts to the creditors,because the creditors can not timely understand the contribution of shareholders within the company and can not timely exercise their rights to the defective shareholders,the interests of the creditors would be harmed.The Third Article13 of the judicial interpretation of the company law of our country stipulates the liability of the defective shareholders.As for the creditors of the company,the defective shareholders should bear the supplementary liability when the company can not pay off its debts.However,since shares can be transferred,when the holder of defective shares transfers his shares,it is necessary to consider how to regulate the liability of the relevant subject to the creditors,although Article 18 of the third judicial interpretation of company law provides for the liability after the transfer of shares,there are some problems in the application of this article due to the complexity of commercial transactions.Therefore,this article from our judicial practice in the case of a targeted study of the relevant subjects to the creditor’s responsibility system.This paper is divided into five chapters.In the first chapter,two typical cases are used to introduce the problems in the liability to creditors after the transfer of defective shares(2)the connotation of the defective stock right,whether the share right formed by the shareholders’ withdrawal of capital contribution and the unexpired capital contribution period belongs to the defective stock right is hotly debated in theory and practice;(3)under the circumstances of the transfer of the defective stock right,what are the subjects liable to the creditors.The second chapter defines the connotation of the defective stock right,analyzes the theory,the legal provisions and the judicial practice,and analyzes the transferability of the defective stock right.The third chapter first analyzes the precondition of the relevant parties’ liability to the creditors,and then analyzes the legal basis of the liability to the creditors of the defective shareholders,assignees,sponsors and directors,and to the above-mentioned main body in assumes the responsibility the existence some questions to carry on the analysis,puts forward own viewpoint.The Fourth Chapter Compares the relevant legislation of Foreign Countries and puts forward some enlightenment to our country.Finally,on the basis of the above analysis,the author puts forward some suggestions: In legislation,if the directors do not fulfill the duty of loyalty and diligence,the shareholders should bear the corresponding responsibility.In practice,first of all,it is necessary to clarify the principle of externalism in which the assignee bears responsibility and make a new understanding of Article 18,whether the assignee is in good faith does not affect its commitment to the creditors that the external shareholders and the assignee to bear joint and several liability.Secondly,we should make clear the precondition of the relevant parties to bear the supplementary compensation liability,and we can use the external organization to evaluate the non-refundable liability. |
