The Legal Question Study On The Equity Transfer Of Withdrawal Of Capital

In the background of China’s insistence on developing the market economy, the companyhas become the most important market activity subject. The soundness of the company’spersonality, whether it is a responsible corporate legal person, is a prerequisite for a companyto carry out production and business activities. And independent property is the foundation ofthe independent personality, the property of the company comes from capital contributions bythe shareholders, therefore, concern the Company law on the funding system has become anecessity. Shareholders’ contribution is a fundamental problem in the system of the company,which is the key to the separation of ownership and management rights in the company’sorganizational structure. The sponsors complete capital contribution with personal lawfulproperty, which is entitled to possess, utilize, seek profits and dispose by the company, it nolonger belongs to the sponsor individuals, the acquisition of the consideration is aconfirmation of qualification as a shareholder and the enjoyment of the rights of shareholders,and the obligation is limited amount of its contribution to the debts of the company withlimited liability.The shareholder limited liability system has attracted more and more investors,accordingly, the equity has become the important carrier of social wealth, and become theobject of property-moving relationship more and more frequently, while a large number oflimited liability company exists in the modern society, takes out capital in secret way is oftenseen after the establishment of the company by shareholders, the equity transfer dispute oftakes out capital has massive existence. The effectiveness and legal obligation of the equitytransfer contract between the shareholders who takes out capital and the assignee has norelevant law, even the latest “company law (explain three)"to this problem also was notinvolved, caused the chaos of the theoretical system and responsibility of relief way is notclear, lead to the problem that judicial organs inconsistent and the different terms to happenoften, not only severely dampened enthusiasm of the investment, which is unfavorable for thecompany’s positive development, but also damages the judicial authority and credibility.Considering the study of civil liability of shareholders who takes out capital has evidenttheoretical and practical significance as well as the law theory circle of our country civil liability system for the research situation, this paper from the protection and balance thecompany, shareholders and creditors’ interests as a starting point, through a typical caseanalytical to discuss the identification of the company’s takes out capital, and takes out capitalequity transfer of the effectiveness and the liability subject of the identification problem.Besides the preface, this article mainly including the introduction of case, the focusand disagreements of case, and the research conclusion three parts.Part Ⅰ: Case introduction. Introduction is mainly to takes out capital equity transfercase merits.Part Ⅱ: Case focus and disagreements. Including the focus of the case, the Courtsummarized and both parties in the case differences of opinion.Part Ⅲ: The conclusions of the study. This part is the core of the thesis. Mainly involvesthe following three aspects: Firstly, briefly introduce the shareholder takes out capital’sconcept, performance, and identify, do basic introduction and analysis of necessity for thenext exposition. Secondly, to analyze the contract validity after the shareholder takes outcapital equity transfer. And then explore the lawsuit main body and the limitation of action inthe case. Finally, we discuss the responsibility of the subject and the limitation of actions insuch cases.