Research On The Civil Liability Of Defective Equity Assignee

Company as a major economic entity of socialist market economy, dominate thedevelopment of China economic. In recent years, lawsuits of company continue to increaseand the type is also increasingly diverse. Whenever the company set up, run, or capitalincrease, the phenomenon of defective capital contribution may be produced. Lawsuits aboutdefective capital contribution become a focus of the theoretical circle and the judicial circle.The latest company law transforms the paid-in capital registration into subscribed capitalregistration, which no need the initial amount and the minimum registered capital, and also noneed capital verification report. In such situation, it’s easier to produce defective capitalcontribution. The biggest difficult point is how to distribute responsibility when the defectivestock right has been transferred. Although Article19of the Judicial Interpretation There of theCompany Law has set the responsibility of assignee who know it is defective stock right, nostipulated the responsibility of bona fide assignee. Thus, this paper will connect with casediscuss a series of questions about the responsibility of assignee. This paper mainly has thefollowing sections:The first part, introduce main fact and issues of the case. In this part, the authorintroduces the main fact of the case firstly, and then put forward the issues of the case:who takes the responsibility when the defective stock right has been transferred? Shall thecreditor have the right to request the assignee takes the responsibility of defective capitalcontribution?The second part, probe into denotative definition of defective stock right. If we wantdiscuss the responsibility of assignee when the defective stock right has been transferred, wemust know the definition of defective stock right. In this part, the author introduces thedefinition of defective stock right firstly, then analyzes the causes and stages of defectivestock right; finally, determine the nature of the case.The third part, analyzed the potency of defective stock right transfer contract. In this part,the author introduces the definition of defective stock right transfer contract firstly, thenanalyzes the theory of the logicians and put forward the author’s view: analyzed the potencyof defective stock right transfer contract must connect with the fundamental value ofCommercial Law and the article of Contract Law. Finally, determine the potency of defective stock right transfer contract in this case.The fourth part, probe into the responsibility of assignee. In this part, introduces theresponsibility of investor and the theory of the logicians. Then analyzes the theory of thelogicians and put forward the author’s view: analyzes the responsibility of assignee shouldconsider those facts, such as the assignee bona fide or not, this defective stock rightbe assigned in whole or in part? Finally, analyzes three difficult questions about this case andcomments the trial result.The fifth part, introduces the conclusion of this paper.