Study On The Responsibilities Of The Transferor In The Equity Transfer During The Unexpired Period Of Capital Contribution

In 2013,my country’s Company Law implemented a registered capital subscription system.Since then,it has become a common phenomenon for shareholders to fail to fully pay their capital before the subscription period expires,and there are more and more problems with the transfer of equity.After the equity transfer,whether the obligation of capital contribution is completely transferred,Questions such as whether the transferor still has to bear the company’s debts have appeared a lot in practice.For these issues,the judicial organs also have different judgment ideas.Through the discussion of the above issues,this article clarifies the relationship between the company,the creditor and the equity transfer parties under the subscription system,and analyzes whether the existing regulations can reasonably solve the main problem of debt obligations after the equity transfer.,And try to build a new system to regulate the malicious transfer of equity.The first chapter mainly lists two different types of judicial cases,namely,the situation that supports the shareholders to still bear the liability for the company’s debts after the equity transfer and the situation that denies the shareholders’ need to bear the responsibility.Through case analysis,when trying such cases,the court’s laws and regulations are mostly overlapped.The main basis is the "Company Law Interpretation III",the "Minutes of the Nine Peoples" and the "Enforcement Regulations." Understanding that there are different judgment ideas,the author summarizes different judgment ideas to sort out the issues that this article focuses on,that is,whether shareholders still bear the obligation of capital contribution after the transfer of unexpired equity,and whether creditors can request the transfer of shareholders to pay off due debts in the company.Under the circumstances,it shall bear supplementary compensation liability.The second chapter combs through the different viewpoints of the definition of unfulfilled or full performance of the obligation of capital contribution in academic circles and judicial practice,and the transferor’s assumption of the obligation of capital contribution after the equity transfer.After summarizing and analyzing the deficiencies of different opinions,it is believed that under the current legal system,the provisions of Articles 18 and 13 of the "Company Law Interpretation" should not be applied to require the transferor to still bear the subsequent capital contribution responsibilities after withdrawing from the company.The reason is that the meaning of "unfulfilled or unfulfilled" cannot be expanded.Under the subscription system,the circumstances stipulated in Articles 18 and 13 do not include the obligation of capital contribution in the unexpired period of capital contribution.The third chapter sorts out cases in which the accelerating maturity system of capital contributions has been used in practice and the case where the assignor assumes supplementary responsibilities during the execution phase.In the case of using the accelerated expiration system,the court adopted the judgment logic to first affirm that the transferee shareholder’s capital contribution obligation expires quickly,and then decide that the transferor should assume supplementary liability within the scope of the uncontributed capital.In practice,the court diverged on whether the shareholders’ benefit of the time limit for capital contribution could be against the provisions of Article 6 of the Jiumin Minutes.Under the subscription system,the application of this rule is unreasonable.At this stage of implementation,the court also added the original shareholders to assume supplementary responsibilities in accordance with the "Enforcement Regulations",and there is no uniform view on the impact of the formation of the creditor’s rights and debts relationship on the assumption of liabilities.The author believes that the time of debt formation is an important factor influencing the assignor’s responsibility.Chapter four analyzes that at this stage of implementation,the court also added the original shareholder to assume supplementary liability in accordance with the "Enforcement Regulations",but some courts believe that the original shareholder should not be added during the execution stage to assume supplementary liability for unpaid debts.By analyzing Articles 17 and 19 of the "Enforcement Regulations",the author judges whether the transferring shareholders can be additionally enforced in the implementation stage in the context discussed in this article,and whether the interpretation and application of this article are consistent with the relevant laws of the "Company Law Interpretation III" There are contradictions in the article.The fifth chapter mainly discusses how to further improve the unpaid equity transfer system.It is affirmed that the transferring shareholder does not need to bear the obligation of capital contribution after leaving the company.However,under specific circumstances,that is,when the transferor evades the debt and makes equity or maliciously colludes with the transferee to transfer the equity to the transferee who lacks the ability to subscribe,the transfer of equity affects the interests of the creditor.Construct new rules to regulate this situation.