Study On Deective Share Transfer Of A Limited Liability Corporation

When a limited liability company established, some shareholders were often unable to fulfill obligations in subjective or objective reasons, or couldn't contributive in full, then the defective shares were created. At present, defective contribution phenomenon happened more often, so the disputes about defective share transfer occurrence commonly. But the law in our country didn't give explicit provisions about many questions in the transfer process; it is difficult to maintain the legitimate rights and interests of the parties in the judicial practice. With corporation law and contract law as the basis, with limited liability Company as the research object, this paper thoroughly discussed limited liability company flaws equity transfer issues, in order to solve the dispute of reality to provide ideas. So this paper has the important theoretical and practical significance.This article is divided into five chapters:Chapter of the problem, introducing the research background, significance, and giving analysis to the causes of defect equity. The second chapter is the research of the transferability of defect equity, discussing the defects in the qualify for the Investment and the relationship between shareholders, based on the comparison of negative theory and positive theory, acknowledging the transferability of defect equity; The third chapter is the effect identification of transferring defect equity, giving the main system introduces of effective theory and ineffective theory and comparing the difference between that, and the four views that can be revoked, and then compared their views are given; The fourth chapter is flawed accountability after the transferring of equity, accountability flaws of capital firstly introduced several different points of view and from the shareholders for breach of contract compliance, the company pay the difference between responsibility and the responsibility of the company's creditors. After further analysis of the defect equity transfer who should bear the responsibility; The fifth part is the rights of the assignee who accept the defect equity, the main point of standing in bona fide assignee, the assignee is given the right to share flaws of the theoretical basis for relief and recovery from the right to defend both the right and the specific analysis of defects options specific ways the assignee the right to relief, and finally giving the assignee proposed precautionary risk.