Research On Issues About Defective Equity Transfer

Revision of the "company law" in 2013 subscribed significantly weaken the claim to the company’s capital,capital into the form and manner of capital pay more flexible,with respect to the manner of pay of company capital form and gradually weakening the growing problem of defective capital contribution,as disputes handling major differences of judicial practice and theoretical research of bigger difference,the defect of company registered capital is a more serious challenge to current legislation and judicial practice.In this paper,by studying the flaws capital contribution the causes of dispute of equity transfer(advance)and judicial disposal(responsibility),combining case analysis the deep cause contradictory dispute and the existing problems,and on the liability for defects in the current legislative contribution of regulation mode are analyzed,found that the flaws capital contribution in the equity transfer,the defect of capital has not been effectively regulated in legislation and practice,the company’s articles of association and commercial registration system have not played their due role,the payment of capital contribution obligation has not been effectively performed,and the transfer of defective capital contribution shares in practice is also in a laissez-faire state,which has buried potential hidden troubles for commercial transactions.At the same time,the contradiction based on the front-end transaction makes the research on the model of post-event accountability become the mainstream direction of academic discussion,but the current academic community has not formed a unified view on the liability determination of such disputes.Therefore,this article through the current legislation,theoretical analysis,combined with the current judicial practice,in order to improve the defective capital stock transfer research and put forward rationalization proposals.The main body of this article consists of five parts.The first part is an introduction,which introduces the legal basis and legislative evolution,research background,research significance,and research methods used in this thesis,and lays the foundation for subsequent writing by comparing the legislative research on the transfer of equity contributions with defective capital contributions outside the territory and the research on the equity transfer of defective capital contributions within the region.In the second part,study the form of defective capital contribution and the legal effect of the transfer of defective capital contribution.In this part,the author explains the different opinions on the validity of the transfer of defective capital stock,and studies the different viewpoints on the theory of the transfer of defective capital stock in combination with the current scholars’ view points on the validity,invalidity,differential treatment and revocability.In the third part,by searching and analyzing the judicial cases of the transfer of defective capital contribution,the author studies the contradictions and differences in judicial practice,and explains the problems in practice.In the fourth part,through study on the subject and content of liability undertaking before and after the transfer of defective capital contribution,and from the defective capital contribution shareholders,the defective capital contribution Equity Assignee,the target company,the target company management personnel different main body analysis defective capital contribution responsibility attribution,and has analyzed the flaw capital contribution equity transfer process responsibility confirmation existence limitation.In the fifth part,through the above research and the combination of judicial practice and current legislation to improve the defective capital stock transfer proposals.