Research On The Effectiveness Of Limited Liability Company’s Guarantee Of Internal Transfer Of Equity

The validity of the contract provided by a limited liability company to guarantee the internal transfer of equity is not only not clearly defined in the current legal norms,but few scholars have directly responded to its effectiveness in the academic field.However,the judge must not refuse the ruling to lead to different ruling standards on the effectiveness of the litigation guarantee in judicial practice.This article analyzes the reasoning and legal application part of the current judicial adjudication documents,and concludes the main dispute focus and adjudication basis for the limited liability company’s internal equity transfer guarantee dispute in judicial practice.The author analyzes each of the deficiencies in the judicial practice for the invalidity of the litigation guarantee contract one by one,and tries to find a more mature and reasonable judgment idea.This article consists of five chapters,the specific contents are as follows:The first chapter is the introduction,the main content of which is the question and research value of this article,and the main research status at home and abroad related to this article.The second chapter mainly analyzes the overview of China’s judicial practice.Relevant cases were searched on China Judgment Documents Network,No Litigation Cases Network and Peking University Fabao Network.Through investigation and comparison,80 sample cases were finally obtained.In the sample cases,statistics on the number and proportion of the validity and invalidity of the litigation guarantee contract of the people’s courts at all levels are counted,and it is pointed out that the judicial practice community has judged that the proportion of the validity and invalidity of the litigation guarantee contract is equivalent.The third chapter is the type analysis of the judgment logic of the people’s courts at all levels.The author further analyzes the sample cases,and summarizes the usual thinking of the court’s adjudication dispute guarantee contract being valid and invalid.The fourth chapter is the analysis of the logic inadequacies of judicial decisions.The main analysis of the reasons for the invalidation of the judgment is as follows: First,Article 16 of the "Company Law" can only be used as a procedure for forming a company’s guarantee for shareholders and the fact that creditors have a formal review obligation when signing a security contract.Support;second,the referee should not assume that the company will assume the guarantee responsibility after the guarantee contract becomes effective and the company is not in a position to exercise the right of recovery to the equity transferee when deciding the validity of the litigation guarantee contract.The fact that the company can recover from the equity transferee after bearing the guarantee responsibility.Even if the equity transferee does not pay off its debts in a timely manner,it is necessary to investigate whether the shareholder’s misappropriation of the company’s assets or the increase in the company’s debts originated from the company’s share capital;otherwise,shareholders cannot be punished for the legal consequences of capital withdrawal;The guarantee is different from the company’s repurchase of shares,and the actors and legal consequences of the two are different.The fifth chapter is to improve the rules of adjudication on the validity of the litigation guarantee contract.In determining the validity of the contract that the company provides guarantee for the internal transfer of equity,the equity assignee may constitute only if the property paid by the company to the equity assignor belongs to the company’s share capital and the equity assignee subjectively has the intention to withdraw the capital contribution.Escaped funding.In addition,the equity transferee shall not be punished for the legal consequences of capital withdrawal.The author believes that when the judicial authorities safeguard the rights and interests of shareholders,companies,and creditors,they should draw a line with corporate autonomy,and should not overly interfere with corporate autonomy to easily deny the transaction between the company and third parties.