Balance And Protection:Studies Of The Liabilities For Defective Equity Transfer In Limited Liability Companies

With the implementation of the subscribed capital system,capital contribution flaw is increasingly becoming the norm.Academic circles have different points of view on this issue for a long time.Judicial practice has seen an increase in cases involving defective equity transfer.Furthermore,the provisions of the law and judicial interpretation on the issue are not clear.This paper,through examining the judicial practices in some cases,tries to analyze the responsibility allocation relating to transfer of defective equity,as well as clearly identify each party's liabilities.In doing so,the author puts forward suggestions for legislative improvements.The first chapter of this paper briefly introduces the background of defective equity transfer associated with capital contribution flaw.By pointing out the existing problems,it clarifies the research purpose of this paper.The second chapter reviews the existing research outcomes relating to defective equity transfer.By discussing the meaning,classification and effectiveness of defective equity,it systemically studies the problems concerning defective equity transfer.This provides a solid ground for further detailed analysis on liabilities assumption in defective equity transfer.The third chapter mainly discusses assumption of civil liability in defective equity transfer.Through analyzing the characteristics of the subject of civil liability,the nature of civil liability and the content of civil liability concerning defective equity transfer,the academic viewpoints are illustrated,and the problems existing in judicial practice are revealed.The fourth chapter mainly discusses how to improve the civil liability allocation system regarding defective equity transfer from a practical perspective.The author,based on the consideration of the guiding ideology,the burden of proof,and the balance of rights,puts forward the viewpoints with regard to accurately defining the responsibilities of the parties involving in defective equity transfer,as well as suggestions on legislative enhancement.