Study On Defective Share Transfer Of A Limited Liability Corporation

Along with the rapid development of our country economy, the dispute of defective share transfer gradually increases. The new 《Companies Acts》and its judicial interpretation has clearly defined the content about bearing legal liability defective share transferred, but it barely mentioned the content about the validity of defective share transfer contact and the right remedy way of defective share transferee. In practice, there is no uniform standard to follow when the court resolve the disputes of defective share transfer, seriously influencing the authority and credibility of judicial adjudication.This text is totally divided into three parts:preface, main body and conclusion. And the main body is separated into four parts, its main contents stated as follows:Part I:This part firstly introduces the concept and contributing factor of the defective equity. Then based on the several points about the defective capital contribution of shareholders’ qualification, the author confirms the shareholders equip the qualification and affirm the transferability of defective share.Part Ⅱ:Firstly, the author introduces four points, effective theory, ineffective theory, difference theory and revocable theory, which based on the different theories of the validity of defective share transfer contact. Then, the author analyzes the above theory in sequence. Lastly, the author describes the rationality of the revocable theory and supplements the revocable theory.Part Ⅲ:Firstly, the author states the court judicial practice of related liability of defective share transferred. Then the author introduces the viewpoint of foreign legislative rules which make the related liability of defective share transferred. And states some differently domestic theories about that. Lastly, the author puts forward the point based on the above content.Part Ⅳ:The author states the right remedy approach of bona-fide transferee and malicious transferee, based on the standard that if the transferee has the subjective fault. If the defective share transferee is in good faith, the transferee can uphold the right via exerting recover right, claiming treaty unpremeditated crime and liability for breach of contract. Then from the point of defendant for transferee, the author mentions the precautions for defective share transfer.