Research On The Validity And Responsibility Of The Equity Transfer Contract With Defective Capital Contribution

In 2013,the "Company Law" changed the original installment payment system to subscribed capital system,eliminated the minimum registered capital system,and greatly increased the liquidity of capital.As an important form of corporate capital circulation,equity has officially become the most important form of commercial organization for market transactions,especially limited liability companies.Changes in the shareholdings of limited liability companies are mainly made through the conclusion of contracts.It can be seen that the determination of the effectiveness of the contract becomes the key to the transfer of equity in limited liability companies.The definition of defective equity has not yet been clearly defined in the relevant legislation in our country.There are very few books devoted to the study of defective equity,and only some scholars have briefly described it through academic research.Under the capital full subscription system,the shareholder's contribution is no longer a must for industrial and commercial registration.When the equity is transferred externally,the third party is in asymmetric information,and it is difficult to obtain a true contribution from shareholders.Then,in equity transactions,how do you identify the assignor's "fraudulent" behavior?What should be the validity of the assignment of a share transfer contract entered into by the transferee due to fraud?How should the relevant responsible body be determined?For this reason,this article discusses the validity of the transfer contract of the equity by adopting local judicial precedents and combining relevant theories,and tries to establish a system of responsibility recognition for related entities.This article consists of two parts:the introduction and the body.In the introduction section,after introducing the "Company Law" in 2013,various local judicial departments also issued a series of regulations on equity transfer.Equity transfer disputes have been increasing in recent years.Although there are relevant laws and judicial interpretations to stipulate them,there is always a certain lag in the law.The problems that arise in disputes over equity transfer cannot be exhaustive and various loopholes will appear.How to improve the legislation to reduce the disputes on the application of laws,this article has yet to be explored.The main body is divided into three parts.The first part is the definition of related concepts.The first part is the definition of related concepts,first of all,discuss the new understanding of shareholder's contribution obligation after the implementation of the corporate capital recognition system.Secondly,according to the theory of theoretical definition and the change of registered capital system,this paper thinks that the defect of capital contribution includes both capital contribution and procedure.Finally,four kinds of manifestation of the defect of capital contribution under the system of recognition are simply expounded.The second part is the analysis of the influence factors on the validity of the defective share transfer contract,mainly from the subject,the object and the meaning of the three elements respectively.The third part discusses how to specifically determine the effectiveness of the equity.On the basis of the discussion of the current major theories in the academic world,the judgement method for determining validity is proposed.The fourth part is the analysis of the contents and subjects of the liability after the transfer.Redefining the specific way of accountability under the subscription system,the theoretical community has different views on the distribution of responsibility,and there are differences in legislation.This article discusses and analyzes relevant issues and tries to construct a more complete responsibility system.