Research On The Liability Of Capital Contribution After The Transfer Of Unexpired Equit

The Company Law of China prescribes that the period and amount of capital payment of a company shall be agreed by the articles of incorporation itself,but during this period,it is common for shareholders to fail to pay in full.In this context,the issue of equity transfer the possession of companies in China has become increasingly complicated,and the issues of validity of equity transfer,ascription of put up capital duty,and shareholders’ liability to creditors are abundant in practice,making it difficult not only for the courts to resolve,but also for the company’s capital hierarchy and stock rights investment market to face a severe test.Therefore,the issue of shareholders’ capital obligation of the company is particularly prominent in China’s legal system.Under the current legal system,in the face of the current status of China’s company law legislation,how to balance the rights and inviolable rights of claimants and shareholders,rationalize disputes,and improve the relevant legal system is the issue to be considered.This paper try to distinguish the relevance between the parties under the subscription system in the transversion of share deal,and through the comparison and analysis of various opinions,proposes the identification of the subject of the obligation of provide funds or capital and the establishment of the regulation for the duty of provide capital after transfer of shares.The first part is an overview of the assumption of liability for provide funds or capital after the transfer the possession of undue stock rights,which provides the theoretical basis for this selected research.The first part is an analysis of the special equity of unexpired capital,analyzing the legal attributes of the equity from its connotation,so as to distinguish the unexpired equity from the defective equity,and arguing the feasibility of the transfer of the equity;the second part is the definition of shareholders’ liability for capital contribution,starting from the connotation of shareholders’ Investment responsibility and the internal logic of corporate governance of the assumption of shareholders’ liability for capital contribution,arguing that stockholder’ duty for put up capital is the responsibility to the company caused by the shareholders’ capital contribution to the company,as well as the liability to the company due to the transfer of unexpired equity.The second part is the analysis of the responsibility of capital contribution after the overdue equity transfer.This part will concentrate on the confusion of the application of the legal basis,inconsistency of the subjects of responsibility for subsequent capital contributions,and the lack of clarity of the transfer ability of capital contribution obligations,etc.It is argued through legal basis and practical cases that the existing rules of obligation for amount of contributions after the transfer of undue shares are insufficient to meet the needs of practice.Finally,in order to clarify the problems in the current situation,the reasons for misunderstanding the legal nature of unexpired capital contribution,reversing the roles of the transferring and transferee shareholders,and mixing civil law and commercial law adjudication are analyzed.The third part is an resolution of and reference to extraterritorial laws.Firstly,it is a study of the relevant legislative provisions of two civil law jurisdictions,namely Germany and Italy,on the liability of contribution after the transfer of equity.The common law countries are more inclined to consider whether the transferee is aware of the transferor’s obligation to contribute,so as to determine whether the transferee’s liability is assumed or not;finally,it is the inspiration of the extraterritorial law in China,from the analysis of the correlative legislative provisions of the two major legal systems,the transfer of stockholders to undertake secondary liability is rational,the transfer of stockholders to undertake secondary liability after the share repurchase and the inspiration of the shareholder exclusion system,in an attempt to find from its equity transfer system for China’s contribution liability The fourth part is about the unexpired shareholdings in China.The fourth part is the suggestions to improve the responsibility of capital contribution after the overdue equity transfer in China.In this part,we try to put forward terms of settlement and suggestions to improve the problems of the duty of amount of contributions after the transfer of undue shares in China.The first is the design of the rules for the liability of the transferee shareholder,clearly under the premise that the company cannot be liquidated,the transferee shareholder is the subject of the liability for amount of contributions and assume secondary liability to the claimant,and if the transferor and the transferee jointly transfer the equity in bad faith,both parties shall assume the duty jointly.Secondly,the rules of duty of the assignor should be constructed to clarify the supplementary liability of the transferring shareholder,and it is not necessary to distinguish the time of establishment of the claim;moreover,for the sake of equilibrium the gains of the assignor and the assignee,the terms and time limit of equity buyback after the transferring shareholder assumes supplementary liability can be set.Finally,the rules on the liability of the promoter who is the assignor for the amount of contribution are established,and the liability of the promoter for the capital contribution and its scope of application are clarified.