The Effectiveness And Responsibility Of The Transfer Of Equity By Shareholders Who Have Not Fulfilled Their Capital Obligations

The transfer of equity by shareholders who have not fulfilled their capital contribution obligations is a problem often encountered in practice.However,in China's “Company Law”,only the shareholders' transfer of equity is generally defined,while the transfer of equity to shareholders who have not fulfilled their capital contribution obligations has not yet been it is clearly stipulated that there is no standard for operating such problems in practice.Therefore,this paper proposes the viewpoints of this paper while studying the problem,in order to provide reference and help for solving such problems.This paper reviews the relevant literature to understand the current status of shareholder transfer of equity that has not fulfilled the capital contribution obligation,and also understands the problems faced by shareholders who have not fulfilled their capital contribution obligations by comparing relevant laws and regulations at home and abroad.In the transfer of equity by a shareholder who has not fulfilled the capital contribution obligation,the shareholder may not be capitalized and may have shareholder qualifications,but his shareholding is deprived;outside the company,the shareholder has commercial appearance,and the appearance of commercial appearance is the register of shareholders.The business administration and the capital contribution certificate can determine that the shareholder has the shareholder qualification,and the shareholder is entitled to freely transfer the shareholding that has not fulfilled the capital contribution obligation.The existence of commercial appearance has led to the damage of third-party goodwill.Therefore,the principles of capital determination,capital enrichment and capital invariance are required to ensure transaction security.In the equity transfer contract that fails to fulfill the capital contribution obligation,there are four effectiveness doctrines: absolute invalidity,absolute validity,distinction and revocable.This paper supports the revocable statement that it can be revoked that the performance of the capital contribution obligation is not the standard of the equity transfer contract.As long as it is registered in the company register,it has the status of shareholder,enjoys the shareholder qualification and enjoys the shareholder's rights,so that the share can be freely transferred.The meaning expression and fraudulent behavior are the consideration elements of the effectiveness of the equity transfer contract.If the shareholder who fails to fulfill the capital contribution obligation has fraudulent behavior and the fraudulent act committed by the shareholder causes the other party to conclude the contract,the transferee has the right to revoke.If the equity transferee knows or should know that the equity has not fulfilled the capital contribution obligation and still accepts the equity,taking into account the autonomy of the right,the equity transfer contract is valid at this time.In the equity transfer contract that fails to fulfill the capital contribution obligation,it involves the interests of all parties.Balancing the interests of all parties is not only beneficial to protecting the rights and interests of all parties,but also promotes the long-term development of the company.In the equity transfer contract that fails to fulfill the capital contribution obligation,the key of the assignee's responsibility depends on its subjective attitude.If the transferee knows that the transferred equity has not fulfilled the capital contribution obligation,the subject of the responsibility is the assignee and fails to fulfill the capital contribution obligation.Shareholders bear corresponding supplementary responsibilities.If the assignee is subjective in good faith,the assignee has the right to revoke or change the litigation within the statutory time limit;the shareholder who has not fulfilled the capital contribution obligation transfers the equity,and the subject responsible for the company differs depending on whether the assignee is subjective or not.If the assignee is subjectively bona fide,the shareholders who fail to fulfill the capital contribution obligation shall bear the responsibility of capital enrichment.If the assignee is subjectively malicious,the shareholders and the assignee who have not fulfilled the capital contribution obligation shall bear the joint and several liability for capital enrichment;the company creditor shall be in the company.When the property cannot pay off its creditor's rights,the subject who assumes responsibility shall be different due to the subjective attitude of the transferee.If the transferee knows that the transferred equity has not fulfilled the capital contribution obligation,and the equity transfer has not notified the creditor,the shareholder and the transferee who have not fulfilled the capital contribution obligation bear joint and several liability.If the assignee is subjective and good faith and the transfer of the equity is not notified to the creditor,the shareholder who has not fulfilled the capital contribution obligation shall bear the responsibility;the subject of the company's shareholder's liability for breach of contract shall be different due to the subjective attitude of the transferee,and the subjective goodwill of the transferee shall be unfulfilled.The shareholder of the capital contribution obligation shall be liable for breach of contract.Otherwise,the shareholder and the transferee who have not fulfilled the capital contribution obligation shall be jointly and severally liable.