Discussion On The Liability Of Defective Equity Transfer

Based on the modern company system, Shareholders’ contribution decided thenormal operation of the company, influence the shareholders qualifications and theinterests of the creditor protection and maintenance. Shareholder’s contribution isvery important for the shareholders，corporation and the creditors of the corporation.However, the increasing number of the cases related to the transfer of defective equityhas attracted attention from both the practice and academic field. Although ourcompany law ruled the defective shareholders transfer’s civil responsibility of thecompany, compliance shareholders and the creditors, the judicial interpretationpromulgated by the Supreme People’s Court has set some uniform rules aboutdefective equity transfer as well. Some legal issues still remain unsolved by theinterpretation and thus ambiguous. This article tries to make relevant analysis aboutthe validity of defective equity transfer contracts and the burden of liabilities incompliance with general regulations of the Contract Law and the Company Law. AndI hopes those will be helpful to judicial practice.The article includes five chapters. The first chapter is the introduction, whichbriefly introduces the topic selection background, the significance and the researchstatus of domestic and foreign countries. The second chapter is the general descriptionof defective equity transfer. This part first gives the definition of defective equitytransfer and its categories，then analyzes the transferability of defective equity anddraws the conclusion that the defect investment doesn’t necessarily lead to the denialof the shareholder capacity. The third chapter analyzes different theories about thevalidity of defective equity transfer in theoretical field, then make some amendmentsto Revocation theory. The fourth chapter introduces the legal institutions of domesticand overseas. The fifth chapter discusses the liabilities of defective investment afterthe defective equity transfer. Then analysis it from four aspects, include the subject oflegal responsibility, the content, the related person responsibility and the relief ofgoodwill transferee.