Research On Legal Issues Of Equity Transfer Of Unruled Shareholders Under Capital Subscription System

In December 2013,in order to meet the needs of market economy development in the new era,the "Company Law" reformed the capital system and replaced the original capital contribution system with the subscription system.Under this background,it is no longer an illegal act for the shareholders to only subscribe for and not actually pay their contributions during the agreed period.If the shareholders do not make contributions,they should include two cases of unfunded and overdue contributions within the payment period.In order to distinguish between capital contribution shareholders and unfunded shareholders,the latter's shareholder rights should be correspondingly limited,but it still has the company's shareholder qualifications,and its equity is still transferable.When the company law revise this system,it did not explicitly regulate the issue of equity transfer under this type of regulation.The text of this article consists of four chapters.Based on theoretical doctrines and judicial cases,the validity of the contract is discussed respectively.After the transfer,the shareholders continue to pay the capital contribution responsibilities,as well as the liability for breach of contract by the contracting shareholders and the supplementary liability for the creditors.Identify issues.The first chapter is the basic theory of equity transfer of non-funded shareholders.Under the legal analysis of non-funded shareholders,it was clarified that there were two cases of unfunded and overdue investments within the payment period of non-funded shareholders under the situation of capital subscription,and the legal status of such shareholders was analyzed.Although they did not contribute,they did not Impeded access to its shareholder status.Under the legal analysis of non-invested equity,it is clear that the content of the unfunded equity should be limited,and from the perspective of theoretical considerations and value analysis,it is emphatically clarified that the uninvested equity has transferable property.The second chapter discusses the effectiveness of the equity transfer contract under unfunded circumstances.The rules for determining the validity of such contracts are clarified.By sorting out different current theoretical perspectives and different practices in judicial practice,it is concluded that the contract should be effective in principle,but when the unfunded equity of the underlying equity causes the transfer intentions to be untrue,The contract can be withdrawn due to fraud.Based on this,it also analyzes the different legal consequences of the transfer of such equity to the trading entity,the company and othershareholders,and the creditor,and lays the foundation for the study of responsibility distribution.The third chapter discusses the issue of the internal legal liability of the company after the transfer of uninvested equity.With the object of responsibility as the standard,such internal responsibilities can be divided into the company ' s capital replenishment responsibilities and liabilities to other shareholders,and in the case of transfer of equity within the payment period,the transfer shall bear the responsibility for capital enrichment,and benevolent.The counterparty to the transaction has the right to recover from the transferring shareholder;in the event of a non-funded equity transfer,the transfer should constantly assume the responsibility for making up the capital and making a capital breach.If the transfer is subjectively aware of it,the transfer should know with the transfer.Take this responsibility together.The fourth chapter discusses the determination of the company's external responsibility after the transfer of uninvested equity.It is clear that under the circumstance of non-contribution,the transfer shareholders should implement the obligation to accelerate the expiry of the system.That is,although the payment deadline has not yet expired,the creditor can still claim the payment at this time.After the non-capitalized equity transfer,the parties to the equity transfer jointly assume joint and additional liabilities for the creditor,and the good-will transfer shareholders can claim reimbursement from the transferring shareholder after taking responsibility.