Tudy On The Transfer Of Defective Capital Contribution In Limited Liability Company

A large number of troubles have been caused by extensive defective shares of capital flight cases, which is severely represented by the process of transfer. Based on the validity of flaw shares of capital contribution transfer, the thesis analyzes its identification methods and then puts forward relevant solutions.Chapter One mainly defines the defective share transfer of capital flight. Firstly, the article from the narrow sense outlines the range of defective stocks of capital flight by dividing it from the overall defective stocks and defines its meaning. Secondly, on the basis of defective capital contribution division, it concludes classifications and characteristics of defective shares of capital flight. Finally, the definition and uniqueness of transfer contract is summarized, which is the common form of defective share transfer of capital flight.Combining the generalization and analysis of popular theory with China present laws and regulations, Chapter Two discusses the qualification acquisition of defective shareholders of capital contribution which should be limited and not affect its share transfer. The conclusion is that the assignment function is not influenced because of its subject qualification.Chapter Three analyzes the effect of defective share transfer in capital flight. The stock transfer includes three procedures, that is, sign the contract, perform it and change the relevant registration. Though the academic dispute exists in the performance of the contract, it seldom happens in practice. Therefore, in terms of defective share transfer of capital contribution, the contract is the foundation and premise of shock transfer, and the crucial part of transfer effect recognition. So the theme of Chapter is settled. The article induces academic theories and laws and regulations at home and abroad, and finds out the basic principle and concrete ways of transfer effect recognition, which consist of Rechtsschein Theorie as the conviction of commercial act, and the actual declaration of will in civil act to comprehensively evaluate the assignment function. The specific methods depend on different circumstances. Take the commercial Rechtsschein Theorie as the precondition to ensure the stability of business trade, and the actual declaration of will as the auxiliary, which is demarcated by bona-fide transferee. When the transferee is bona-fide and the transferor commits fraudulent conduct, the transferee has the right to cancel or carry on the agreement. Otherwise no matter of the transferor, the contract works.Chapter Four searches the parties’responsibility assumption and the relief of transferee after the defective share transfer of capital flight. Through the analysis of China judicial explanation of commercial laws and academic theories, the thesis premises the transferee’s goodwill and distinguishes the assignor’s and the assignee’s assumption of supplementary and limited liability in the scope of relevant defective share of capital flight. Then, the rights of transferee’s relief are concluded as right of claim, right of revocation, right of defense and right to ask transferor to shoulder liability of breach of contract and of contractual negligence.After four above analyses, the thesis concludes that the effective defect share transfer in capital flight is possible, while to measure the transfer effect, it needs to take into consideration different circumstances of both parties in this process when signing the contract. At the same time, to realize the aim of stabilizing the assignment potency, ensuring the safety of commercial trade, and preventing the company and shareholders from harm, both parties should undertake joint liability after the transfer to amend share defects.