Research On Legal Issues About Company's Defective Equity Transfer

With the rapid development of market economy,the company as the most common commercial subject in the market,its quantity is more and more,the status is heavier an d heavier.As the blood of the company,equity plays a vital role in the operation of the company,and the transfer of shares of the company is not uncommon.With the formal implementation of the new "company law" in our country,the registration capital is exe mpted from the real payment system,and the market subject admittance conditions are r elaxed.However,the foreign transfer of the defective shares will cause a series of compl icated problems and contradictions,which will affect the rights and interests of multiple relevant subjects in and out of the company and cause legal disputes.This paper analyzes the problems existing in China's defective stock system,and the n puts forward some Suggestions to improve the legal system of defective stock transfer in China.Firstly,this paper introduces the research background,theoretical significance a nd practical significance of the company's defective equity transfer.Then introduces the basic theory,the defect of the equity transfer and analysis problem of defective equity tr ansfer system in our country: our country company law for the regulation of defective e quity transfer problem is coarser,there is no clear regulation imperfections can equity tra nsfer,how capital fulfilling responsibility,nor creditors defects after the equity transfer of right relief,etc.At the end of the article,the author puts forward some Suggestions: f irst,whether or not the shareholders know that the equity is defective,as long as the tra nsfer is accepted,the contract is treated as valid.Second,based on the creditor's subroga tion,if the company has no money to pay its debts,the shareholders of the defective ca pital will be responsible for paying the arrears to the creditors.Third,the transfer of the original shareholders as a defect and the assignee of the defective shares shall be liable to the company's capital.The end of this article,through draw lessons from foreign advanced legislative expe rience to solve the defects in the equity transfer is relatively difficult problem of "good f aith" the assignee,and proposed to the "good faith" the assignee to contract cancellation right,the right of recourse against the for relief.If the assignor has the defects of the as signee's equity,it also complies with the constitutive requirements of the liability for fau lt of the contracting party.The assignee of "good faith" may also request the transfer of the shareholder's liability for compensation.