Research On The Responsibility Of Capital Contribution For Equity Transfer Before The Capital Contribution Period Under The Subscription System

With the establishment of the full subscription system,shareholders of limited liability companies have made capital contributions according to the contract,which has a huge impact on China's commercial practice.Shareholders frequently transfer unpaid contributions to the transferee before the end of the capital contribution period.Judicial decisions on this type of case are different,which has led to extensive discussions in the academic community.In this paper,the theory and case are now combined to study the problem of capital responsibility for equity transfers in the unfinished capital term.The first chapter introduces the theory of capital contribution responsibility for equity transfer during the unexpired term.In the context of the full subscription system,analyze the connotation of equity transfer,and define the equity transfer of the unfinished investment deadline as the shareholder who has not paid up or fully paid up the capital before the capital contribution period expires,and then transfers all the equity held to The act of making and intending to make the assignee succeed the shareholder qualification.At the same time enumerate the capital responsibility problems caused by the act.Chapter 2 analyzes the current rules of the capital contribution responsibility for transferring equity under the Investment deadline under the subscription system.The main reason why the equity transfer cases with unfinished investment deadlines caused controversy in judicial practice is that there is a flaw in the unclear scope of application of Article 18 of Interpretation III of the Company Law.Under normal circumstances,equity transfers within the term of the capital contribution are not defective equity transfers.In principle,this type of case is not regulated by Article 18 of Interpretation III of the Company Law.Only when the conditions for accelerated expiry of the capital contribution period are met,this type of case has room to apply the current rules.Chapter III analyzes whether under normal circumstances,the shareholder's capital contribution obligation is exempted after the equity transfer within the unexpired term.This article believes that "the assignment of shareholders is not exempt from the obligation to contribute capital" should be criticized.The capital contribution obligation is the obligation of the shareholders to the company and is borne by the person with shareholder qualifications.A complete equity transfer should satisfy both the legal and effective equity transfer agreement and the two major requirements recognized by the firm.When the firm changes its name on the register of shareholders,the assignee acquires the qualification of a shareholder,and the original shareholder's qualification of a shareholder is lost and no longer bears the obligation to contribute capital.Therefore,the shareholder's investment responsibility must be exempted.Chapter IV analyzes the problem of capital contribution responsibility for equity transfers that have not yet reached the capital contribution period under special circumstances.First,when dealing with the issue of capital responsibility for multi-handed transfers of equity,the principle of granting shareholders exemption from capital contribution obligations should be adhered to,and the transferee shareholders with shareholder qualifications should bear the capital responsibility.Second,analyze the situation of effective transfer of equity but without public registration.The creditors of the company shall be responsible for investing the original shareholders 'capital contribution on the grounds of trust interests,which must meet the requirements of the creditors' goodwill,the inability of the transferee to bear,and the fault of the original shareholders.After the original shareholders have fulfilled their capital contribution obligations,they can recover from the current shareholders.