Analysis On The Defective Share Transfer Of Mr.Chen Against A Company

Capital contribution is the most basic obligation to shareholders of the company. The company law legislation in all countries have regulated the shareholders in violation of the obligations with strict liability. But the flaws capital contribution is common in practice. Caused by defective capital contribution flaw equity transfer issue, defective capital contribution involves the effectiveness of the equity transfer. Comparied with the current "company law" and judicial interpretation of all, which does not make clear a regulation, the defective capital contribution in the theoretical circle has not reached a consensus. Therefore there were different court enforcement of such cases, which affected the judicial referee's credibility.“An analysis on the defective share transfer of Mr.Chen against A company” discusses the flaws capital contribution of equity transfer which has been three years, behind of which involved in balance the interests of enterprises, creditors and investors. The disputes over, not only the flaws capital contribution to our country stock transfer practice put forward the challenge, but also is to examine the flaws capital contribution equity transfer theory has important significance. Trial of specific cases that can reflect more sense: the flaws capital contribution can enjoy shareholder qualifications. On the one hand strict on the basis of actual investment of the substantial conditions. Then defective stakeholders cannot enjoy the qualification of shareholders, which would hurt those who believe in the interests of the third person of the commercial appearance principles. On the other hand wide in commercial law, the formula for the standard, it is absolutely bound to affect corporate capital. Flaws capital contribution equity negotiability and the effect of the transfer agreement decision problem, as a beneficial right the flaws capital contribution of the limits of right to equity transfer or not is directly related to the effect of the transfer agreement is invalid or revocable effectively. It is directly related to the rights and obligations between the assignor and the assignee and respectively on the relationship between the company and creditor 's rights and obligations; Equity transfer agreement comes into force, whether the actual performance of the contract, its stake when began to shift from the assignor to the assignee. The existence of these problems, make the case more increased complexity in the process. Our country should be based on the research and summarized theory and practice both domestically and abroad, discusses the problems of specific rules, eventually form legislation to improvement of the Company Law in China.