The Research On The Effectiveness Of The Contract Of Transfer Of Defective Shares In Capital Contribution

With the modification of the registered capital registration system of our company,our limited liability company number is multiplied.But the civil subject who becomes the shareholders of the company through subscription transfers the shares with the defective factors of capital contribution without properly fulfilling their capital contribution obligations,leads to a series of equity disputes.The company law and its related judicial interpretation have not yet comprehensive legislative provisions on the transfer of defective shares of capital contribution,and the academic circles have not formed a unified theoretical point of view on the contract validity and liability of this kind of disputes,resulting in the judicial organs in the trial of this kind of disputes can not be based on or even different cases of the embarrassing situation,which is very unfavorable to our judicial practice and judicial authority.Therefore,this paper,starting from the relevant cases,points out the difficult problems of the transfer dispute of defective shares of capital contribution,and through the definition of the concept of defective shares of capital contribution,the effectiveness of the contract of transfer of defective shares of capital contribution and the bearing of responsibility,to determine their own point of view,under the premise that the contract of transfer of defective shares of capital contribution is not easily found to be invalid,combined with the Company Law,the Contract Law and the true meaning of the parties to the contract,to determine whether such contracts are valid or belong to the revocable contract,and to determine the way the parties bear the responsibility.After this paper,the author puts forward some suggestions on the determination of the validity of this kind of contract and the responsibility bearing on the basis of the argument and foreign legislation,in order to provide practical and feasible reference and help for the judicial practice of our country.