Case Study About Civil Liability Of Defective Share Transfer

As the basic obligation of shareholders, To properly perform its capital contributionobligation is directly concerned with the possibility of the establishment of company andinvestors obtaining the shareholder qualification, Whether company’ s creditors can beappropriately protected and other major issues. However, in practice, the phenomenon ofshareholders’ capital contribution flaw is common, so the dispute are endless.Thisphenomenon is contrary to law, which restricts the healthy development of oureconomy.Provisions of the "Company Law of the People’s Republic of China"(hereinafterreferred to as" the Act ") about the shareholders’ capital contribution is not perfect.TheSupreme People’s Court ’s provisions of (c) concerning the application of the PRC CompanyLaw (hereinafter referred to as" Company Law of judicial interpretation) make upsome legislative gaps, but there are still some defects.The author combines the judicialpractice and the relevant laws and regulations, from the loan contract dispute of TaiZhouJiaoJiang construction bank and Taizhou LuJing company,researching the liability to thecreditors of the company after defective share transfer,Providing a lot of simple advice.In addition to the introduction,this article is divided into three parts:The first part is the case, briefly introduces the loan contract dispute of TaiZhouJiaoJiang construction bank and TaiZhou luJing company.leading to the problem of theliability to the creditors of the company after defective share transfer. This part Summarizestwo Controversy focus:first,the validity of the contract of defective share transfer.; andsecond,how to bear the burden after the transfer of the defective stockright if it is effective.The second part is to research and resolve the case.First, analyzes the Validity of thecontract of defective share transfer.This section first defines the concept of the defectivestockright., and explores whether the defective funded investors can get shareholders’qualifications.And then analyzes four views on the effectiveness of defective share transfercontract, and approves the proposal of theory of Distinction between treatment. Second,analyzes how to bear the burden to the creditors after the transfer of the defective stockright.this section first describes four theories theory, and makes a choice from the four theoriestheory. The author thinks it should be divided into four situations to analyze the responsibilitybetween assignor and the assignee after the defective share transfer. The third part is to Provide advice to shareholders’ capital contribution. based on theprevious analysis, made some legislative suggestion.