Study On Legal Liability Of Flaws Of Capital Stock Transfer

In recent years, with the rapid development of China’s market economy, limited liability companies have sprung up in large numbers. Due to the establishment of the limited liability company subscribed capital system which lead to the flaws of capital stock to shareholders inevitably. And then, stock transfer disputes that caused by company shareholders funded defects are not uncommon in practice, drawing more and more concern and attention by people, becoming hot and difficult problem of theory and judicial practice. Articles research on the limited liability company, discussed the problems related to the flaws of capital stock transfer process by introducing and analyzing methods, proposed suggestions for improvement in order to provide some valuable information and help for the solution of such problems.The article could be divided into four parts, and the structure hereof is as follows:Part1:Overview of flaws of capital stock rights. This section first defines the concept of flaws of capital stock, and describes the four flaws of capital stock type. Followed by the article discusses the people who flaws of capital whether have shareholder qualification, and whether the flaws of capital stock could be transfer. Then, confirmed the view of flaws of capital stock is able to transfer based on summarizing and analyzing the view doctrine.Part2:The effectiveness of the flaws of capital stock transfer contract. Determined the effectiveness of flaws of capital stock contract is a prerequisite of responsibility, the part based on the existing theoretical circles four theories that is "effective","invalid","difference","may revoke said", analyzed the reasons for supporting "may revoke said", and raised several matters should be pay attention in practice.Part3:Liability to burden after the flaws of capital stock transfer. The part is the center section of the article. First introduced four theories about the liability main body.Then, to do an in-depth analysis and comment around the support notion. And depended on the different liability object to analysis the liabilities to the other observant shareholders, the company and the creditors of the company, discussed other liability body and the relevant provisions of the statute of limitations.Part4:Extraterritorial legislation requirements and the Enlightenment to China. The part introduce Common law and Civil law countries’legislative provisions on flaws of capital stock transfer, proposed recommendations to improve our legislation based on assessment and learn the two legal systems of national legislation requirements...