Defective Capital Contribution Equity Transfer Issue

The contribution is the basic and important obligation of shareholders. Violating contributio n duties result in defective capital contribution. The latest company law transforms the paid-in capital registration into subscribed capital registration, which no need the initial amount and the minimum registered capital, and also no need capital verification report. It does not mean that shareholders have no obligations to carry out contribution duties, but become a contractual obligation under subscribed registration system. So such shareholders still violate contribution duties. Therefore it is still important to explore defective capital contribution equity transfer issue. Though the third judicial interpretation of the company law have regulated the responsibility of the issue, it is still not enough. The essay tries to analyze these difficult questions above.The paper d ivided into three part:introduction, text and conclusion. The text could be divided into three parts, and the content hereof is as follows:Part I introduces the basic theory of the defective capital contribution share. Under the new capital system, defective capital has the new meaning. Firstly this part talks about the concept and forms of defective capital contribution and the concept of the defective capital contribution share, which is the material foundation of transfer of this very share. Then analyze the shareholder’s qualification of defective capital contribution and transferability of this very share,the conclusion is that defective capital contributor still has the qualification of shareholder and shareholder right in spite that some of this right will be limited. But it will not affect the conclusion of the transferability of this very share.Part II introduce s how to determine the validity of defective capital contribution share transfer contracts. Firstly this part talks about four theories in academia. Then analyze these four theories, writer thinks that the theory of voidances and the theory of valid should be abandoned and the other two have their own advantages and disadvantages. This paper starts from the principle of determination of the validity of defective capital contribution share transfer contracts and then concretely analyzes the contracts’ validity.Part III introduces how to assume the subject of the civil liabilities resulting from defective capital contribution after the transfer of the defective shares. Firstly this part talks about who will take the responsibility of defective capital contribution through introducing the rules of foreign company laws and four theories which have their own advantages and disadvantages in academia. Then the paper solutes the problems about to whom the responsibilities will be bear and concretely analyzes how to assume the civil liabilities to these bodies.