Research On How To Undertake The Civil Liability In The Process Of Equity Transfer Of Limited Liability Company

In recent years, with the rapid development of the socialist market economy, as away of business transactions, equity transfer is showing an increasingly important rolein China’s economic development. Limited liability company is an important form ofthe company in the modern corporate system, and our current company legislation ofits provisions have become increasingly mature, especially prescribing the equitytransfer of limited liability company in the special chapter. In the practice of companylaw, there are more and more cases involving the transfer of equity dispute. Equitytransfer is always related to the interests of the equity transfer of the parties, thecompany, other shareholders, even the interests of the third party outside the company,especially in the cases of defective equity transfer, the legal relationship involved ismore complex. Based on the limited liability company, this paper tries to analyze anddiscuss related problems arising from the transfer of equity of a limited liabilitycompany. This paper is divided into five chapters:In the first chapter, the questions are brought up. Based on a practical case, thischapter will raise some questions which exist in the case, i.e. the sign of completion ofthe equity transfer, the validity of the defective equity transfer agreement, and how toundertake the civil liability in and after the transfer. Then, according to the theoriesdescribed in chapters, the above questions will be analyzed in detail.In the second chapter, the relevant concepts of equity transfer are defined. This chapter mainly introduces the concept and nature of equity, the concept andcharacteristics of equity transfer, and concludes to explain the concept of equity fromthe narrow sense, the nature of equity is a new type independent right which isequated with property right, creditor’s rights and the right of members, thus, theequity transfer has become a behavior containing creditor’s rights and quasi-property,which is the theoretical foundation of discussing the sign of completion of the equitytransfer and undertaking the responsibility.In the third chapter, right moves in the equity transfer. This chapter divides thevarious stages of the equity transfer, in the foundation of which to determine thestandard of the validity of equity transfer: effective standard should be the notificationof the corporation.In the forth chapter, undertaking the responsibility between related partiesthrough the equity transfer. Because the responsibility undertaken by shareholders of alimited liability company is limited, shareholders undertake civil responsibility onlyunder the condition of defective equity, and shareholders abusing independentcorporate personality and shareholder limited liability, therefore, this chapter definesdefective equity transfer firstly, then concludes that the defective equity transfercontains defective capital contribution, defective subject of equity transfer defectiveprocedure of equity transfer, and analyze the validity of the defective equity transferagreement and shareholder’s qualification in the above mentioned cases. Lastlydiscuss how to undertake the civil liability through equity transfer on the basis ofdetective capital contribution and the latest appearance of judicial interpretation.In the fifth chapter, suggestions on legislation are about equity transfer. In thischapter, based on analysis and exposition of the first chapter to forth chapter, theauthor tries to give some advice of modification to the needed in our Corporation Law.The author hopes that they can provide some thoughts and help during the process ofdealing with equity transfer disputes, i.e. the definition of the concept and nature ofthe equity, the standard of the validity of equity transfer and the related conceptsabout defective equity transfer.