The Validity Of The Defective Capital Contribution Transfer Contract

In the present law there is no definite regulation of the transfer of defective capital contribution; at the same time the theory also lays its emphasis upon the liability of the defective capital contributor. Therefore the article mainly discusses the Validity of the transfer to defective capital contribution . In this essay the concept of defective capital contribution are introduced first. The author thinks that the existence of the defective capital contribution results the creation of the defective capital contribution, which is the material foundation of the transfer. According to different ways, it has many manifestations.defective capital contribution can be transferred ,this is the quest of the principle of free trade. And we should follow the general procedure to sign a transfer contract to make out defective capital contribution can be found if the transferee is cautious. So the author draws the conclusion that transfer contract of defective capital contribution is the result of the partners' equation to their commercial interests. what about the effect of the transfer? The author mainly analyzes the usual theories. Theoryâ… : No-effect. The theory insists the capital contribution is originally obtaining behavior and capital contribution to the corporation is the essential condition. The shareholder who has the defective capital contribution is not the certificated shareholder. So the transfer is not effective. Theoryâ…¡: Difference. The base of this theory is the legal capital system and the authority capital system. The transfer of the corporation, performing the legal capital system is not effective .The transfer of the authority capital system is effective. Theoryâ…¢:Revocation. This theory insists that the effecting factor is the fraud meaning of the buyer of the capital contribution. Theoryâ…£:Validity. The author considers the formality has the function to make the public notice and reliance. It is the certain result of the commercial competition that the revocable right of the transferee is invalidity and the validity of the transfer contract has realistic meanings. The transferor has the main liability to the creation of defective capital contribution. In the last part, the author analysis of the liability of Defective Capital Contribution , to make the topic more perfect.Even though the contents of the article is not mature enough, but along with the development of practice and study deep-going and more and more people pay attention to it, the theory of the transfer to defective capital contribution will be more perfect and become organic and systematic.