Defects Equity Of Limited Liability Company, The Transfer Of Legal Issues

Equity prohibitions by the company's capital, is the independence of the profitability and equity determined, equity transfer, talks about the legal issues facing mainly concentrated in equity transfer to bring the rights, obligations and responsibilities of these changes. In addition, in the equity transfer process, often because existing shareholders of a limited liability company false capital contribution, smoke escape capital produce a series of legal issues and situations, namely flaws equity transfer legal problems.This paper discusses from the following four aspects. First is the concept of ownership transfer of Chinese names and the PRC company law (hereinafter referred to as "company law") in China about limited liability company equity transfer regulations, and the rules are briefly analyzed and put forward its own view, namely the provisions of article 72 of the corporation in our country should be a workably procedural norm; Second, analyzes the defects of a limited liability company of several cases stock-rights transfer, including entity flaws, object defects, program flaws。Among them: subject flaws mainly refers to the problem of dormant shareholders equity transfer problem, combining foreign legislation, the author thinks that hidden shareholder and not in our company law sense real shareholders, do not have the status of the shareholder, its actions as the equity transfer main defects case. Object defects is mainly refers to the shareholders of a limited liability company false capital contribution, smoke escape capital, investment not real situation. Program flaws is mainly said equity transfer violates the provisions of article 72 of the corporation in our country, and of course here QiShiErTiao according to the understanding of the fourth paragraph of the corporation in our country, the author thinks that gives a limited liability company rules, largely autonomy to make the transfer ownership with 72 before three paragraphs different agreed, such agreement shall be deemed to be valid; Based on the above, this paper discussed next the flaws equity transfer process. For flow, the author emphatically analyzes the defects equity transfer the effectiveness of the contract, the equity transfer contract effective doesn't mean equity transfer finish, equity change when the equity transfer occurs and the four aspects of the problem; This process, also on a problem into the discussion:In flaws equity transfer process, become the transferee new shareholder with flaws whether there should be funded by the original shareholders together bear shareholders contribution and should bear the flaws of civil responsibility? If bear, whether for a joint responsibility?In short, the author thinks that, through the limited liability company shares transfer, flaws equity transfer, this article has discussed,specifying limited liability company flaws equity transfer process and transfer process in a series of legal issues, can provide beneficial to help, company law practice has certain theoretical meaning and realistic significance.