The Research On The Validity Of Defective Equity Transfer Contract And The Establishment Of Civil Liability

Most corporation law provide for the capital contribution obligation of the shareholders, but in practice there are lots of phenomenons that the shareholders violate the contribution obligation and contribute defective capital. The existence of defective equity provides a realistic basis for its transfer. In recent years, the dispute of defective equity transfer caused by defective equity become more and more severe, the current corporation law of our country only made principle regulations on this issue, the conflict between complexity of real-life and the insufficiency in mechanisms has been more and more in judicial practice. The thesis, from the perspective of the defective equity transfer contract and the commitment of the civil liability, combining with real cases in judicial practice, tries to discuss the issues of the transfer of defective equity, wishing to be helpful for the proper settlement of such dispute in judicial practice.In addition to the introduction and the conclusion, the thesis is divided into three parts. The structure is organized as the following:The first part select the real case in judicial practice.By means of this case the author exposes the focus of defective equity transfer dispute, in the meantime introduces the attitudes adopted by People's Court when dealing such issues, thereby giving rise to the issue to be discussed in this thesis.The second part refines the focus and the difficulty in the defective equity transfer dispute. The focus and the difficulty in the defective equity transfer dispute are mainly embodied on two aspects:one is the validity of the defective equity transfer contract; the other is the commitment of the civil liability after the transfer of defective equity.The third part carries out theoretical analysis on the focus and the difficulty in the defective equity transfer dispute. This part mainly discusses the issue of validity of the defective equity transfer contract and the commitment of the civil liability. On the one hand, as to the validity of the defective equity transfer contract, there are four main views, that is to say the contract valid theory, the contract invalid theory, the contract revocable theory,the compromising theory. After a brief introduction to the main opinions of theory circle and practical circle, the thesis analyzes and criticizes the validity of the defective equity transfer contract from the perspective of the party's intention and the defective equity. On the other hand, the thesis introduces and analyzes the commitment of the civil liability after the transfer of defective equity. As to this issue, there existing the theory of assignee's liability, the theory of assignator's liability, the theory of joint and several liability, the theory of differentiated liability. While carrying out a brief introduction of the four theories aforesaid, the author also comments it one by one, and then concludes that how to deal with the issue of commitment of the civil liability of defective equity transfer.It is evitable' that the defective equity transfer possesses great practical significance, and there some deficiency in this paper. The author only hope to throw a sprat to catch a whale, making this mechanism developing and improving in order to guide the judicial practice in corporation law circle.