The Research Of Transfer Contract Of Equity Involving A Defective Capital Contributiong

As a common business transaction, equity transfer isrelated to the stability and effective operation of a companyand plays an important role in the allocation of socialresources, especially the social funds. The “Case of Appeal:He Jiangang v. He Xianling: A Case of Dispute over EquityTransfer” is a typical legal precedent among the cases ofdisputes over equity transfer in our country. It is not a casesimply involving the dispute over equity transfer, but alsoinvolving such problems as defective capital contribution,identification of shareholder qualification, equity transferas well as contract validity which are vital to the company andthe shareholders. Based on this case, this article will probeinto a series of issues caused by the validity of contract ofequity transfer involving a defective capital contributionfrom the following four parts.Part one, a brief introduction on the case itself and theconsequent issues. First, the article will briefly introducethe case and then put forward three questions resulted from validity identification of equity transfer involving adefective capital contribution: whether or not the behavior ofthe contributor constitutes a defective capital contribution?Whether or not the equity involving a defective capitalcontribution can be transferred? Whether or not the transfercontract of equity involving a defective capital contributionis valid?Part two, an analysis on the definition of defectivecapital contribution. At present, the academic field still hasnot had a unified consensus on the definition of defectivecapital contribution. The definition of defective capitalcontribution in this article is just limited to theunderstandings of the author. Then, the article will exploreon the causes of the defective capital contribution and providesome forms of defective capital contribution in practice. Atlast, the article will, based on the case, make an analysis onand reply to the first question in part one.Part three, an analysis on the transferability of equityinvolving a defective capital contribution. The premise for ananalysis on the transferability of equity involving a defective capital contribution is to that whether the contributor isqualified to be a shareholder. This article will firstelaborate the theories that the contributor of a defectivecapital contrib.; then, it will make an analysis on thetransferability of equity involving a defective capitalcontribution; at last, based on the case, it will make ananalysis on the first question in part one and affirm thetransferability of equity involving a defective capitalcontribution.Part four, the validity identification of transfercontract of equity involving a defective capital contribution.There are still verified theories in the academic field on thevalidity of transfer contract of equity involving a defectivecapital contribution. This article will first make a briefexplanation on these theories; then it will make a statementon the defects of three kinds of theories: the theoriesinsisting that the contract is invalid, the theories insistingthat the contract is revocable as well as theories that makea compromise between the preceding two kinds; at last, basedon the base, this article will make an analysis on the their question and affirm the validity of transfer contract of equityinvolving a defective capital contribution.