Research On The Legal Issues Of Shareholders Transferring Unexpired Equity Under Subscription System

At the end of 2013,the new Company Law was issued to reduce the cost of setting up a company and stimulate the enthusiasm of the public to start a business.China has changed from paid-in capital system to subscribed capital system.Therefore,shareholders’ contribution is no longer a one-time payment,and the law entrusts shareholders with legal term benefits.Under the right to enjoy the term benefits,a large number of non-term equity appears in the company.Due to the inadequacy of the actual capital of the company,the existence of unexpired equity poses a potential threat to the interests of creditors.In practice,there exists the behavior that the shareholders holding non-term shares exit the company by means of equity transfer and avoid debt maliciously.However,there are no restrictions and the stipulation on non-term equity transfer has resulted in non-term equity transfer,the responsibility of capital contribution has become a legal blank at the present stage.This paper uses the empirical analysis method,comparative research method and legal hermeneutics method,to carry on the in-depth research on the shareholders’ liability for capital contribution after non-periodic equity transfer.First of all,this paper expounds the concept of non-term equity,clarifies the essential attributes of non-term equity and the difference between non-term equity and defective equity,and then clarifies that shareholders holding non-term equity have full shareholder qualification.the feasibility of the non-term equity transfer is confirmed.Secondly,starting from the judicial practice,analyze and conclude the reasons and differences of the judgment issued by the court,and then analyze the limitations and feasibility of the judgment basis.Thirdly,this paper summarizes the current academic theories on the subject of capital contribution liability after the non-term equity transfer.Inspired by scholars’ views,this paper further clarifies the attribution of liability after the non-term equity transfer.This article also used comparative law study,through the analysis of the continental law system advanced legislative experience and the Anglo-American law system,to find the provisions suitable to the national conditions of our country.Then the legal debt assumption regulation is used to further explore the distribution of the capital contribution liability after the transfer of non-term equity.At the end of the paper,through the improvement of the issues related to the unexpired equity,this paper puts forward the prevention mechanism before the unexpired equity transfer。which fundamentally reduces the disputes caused by the unexpired equity transfer,and thus protects the legal rights and interests of the company and the creditors.protects。...