有限责任公司瑕疵股权的转让
发布时间：2019-06-22 13:55
【摘要】：股东出资是公司成立和存续的物质基础,也是公司资本形成最重要和最基本的途径。就公司债权人而言,股东出资是公司对其债权人承担责任的信用基础。因此,股东是否依照发起人协议、认股协议、公司成立后的公司章程和法律规定出资,不仅会影响到其他已足额出资的股东和公司本身,也会对作为第三人的公司债权人的利益产生重大影响。股东出资是股东履行发起人协议和认股协议中所设定的出资义务。发起人股东出资瑕疵时,其本人需向公司和出资到位股东承担出资违约责任,其他出资到位股东还需要向公司承担资本充实责任,在特定情况下出资瑕疵股东和出资到位股东还需向公司债权人连带承担补充清偿责任。 有限公司的股权转让,不仅涉及到合同双方的当事人,还涉及双方当事人与公司其他股东、公司及公司以外的第三人的法律关系。特别是在股权转让过程中,股权转让合同所涉及的法律关系主体呈现出多元化的趋势,股权的瑕疵必然对相关主体的合法权益产生不利的影响。完善股权转让制度对有限责任公司乃至于我国经济的发展都将产生积极的影响。本文在对我国有限公司股权转让制度的运行状况进行考察的基础上,结合我国现行《公司法》、《合同法》的相关规定,承认瑕疵股权转让合同的效力并对瑕疵股权转让后责任的承担问题进行分析和评价,对进一步完善我国有限公司瑕疵股权转让制度提出自己的建议。
[Abstract]:Shareholder capital contribution is not only the material basis for the establishment and survival of the company, but also the most important and basic way for the formation of corporate capital. As far as the creditors of the company are concerned, the shareholder contribution is the credit basis for the liability of the company to its creditors. Therefore, whether shareholders contribute in accordance with the sponsor agreement, the subscription agreement, the articles of association and the legal provisions of the company after the establishment of the company will not only affect other shareholders and the company itself in full, but also have a significant impact on the interests of the creditors of the company as the third party. Shareholder contribution is the obligation of shareholders to fulfill the capital contribution obligations established in the sponsor agreement and share subscription agreement. When the sponsor shareholders are defective in their capital contribution, they should bear the liability for breach of contract with the company and the shareholders in place of the capital contribution, and the other shareholders in place should also bear the responsibility for capital enrichment to the company. Under specific circumstances, the shareholders with defective capital contribution and the shareholders in place must bear supplementary liability to the creditors of the company. The transfer of shares of a limited company involves not only the parties to the contract, but also the legal relationship between the parties and other shareholders of the company, the company and the third party outside the company. Especially in the process of equity transfer, the legal relationship subjects involved in the equity transfer contract show a trend of diversification, and the defects of equity will inevitably have a negative impact on the legitimate rights and interests of the relevant subjects. Perfecting the stock transfer system will have a positive impact on the economic development of limited liability companies and even our country. Based on the investigation of the operation of the equity transfer system of limited companies in China, combined with the relevant provisions of the Company Law and contract Law of our country, this paper recognizes the validity of the defective equity transfer contract, analyzes and evaluates the responsibility after the transfer of defective equity, and puts forward some suggestions for further perfecting the defective equity transfer system of our country.
【学位授予单位】：南京师范大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2504645
[Abstract]:Shareholder capital contribution is not only the material basis for the establishment and survival of the company, but also the most important and basic way for the formation of corporate capital. As far as the creditors of the company are concerned, the shareholder contribution is the credit basis for the liability of the company to its creditors. Therefore, whether shareholders contribute in accordance with the sponsor agreement, the subscription agreement, the articles of association and the legal provisions of the company after the establishment of the company will not only affect other shareholders and the company itself in full, but also have a significant impact on the interests of the creditors of the company as the third party. Shareholder contribution is the obligation of shareholders to fulfill the capital contribution obligations established in the sponsor agreement and share subscription agreement. When the sponsor shareholders are defective in their capital contribution, they should bear the liability for breach of contract with the company and the shareholders in place of the capital contribution, and the other shareholders in place should also bear the responsibility for capital enrichment to the company. Under specific circumstances, the shareholders with defective capital contribution and the shareholders in place must bear supplementary liability to the creditors of the company. The transfer of shares of a limited company involves not only the parties to the contract, but also the legal relationship between the parties and other shareholders of the company, the company and the third party outside the company. Especially in the process of equity transfer, the legal relationship subjects involved in the equity transfer contract show a trend of diversification, and the defects of equity will inevitably have a negative impact on the legitimate rights and interests of the relevant subjects. Perfecting the stock transfer system will have a positive impact on the economic development of limited liability companies and even our country. Based on the investigation of the operation of the equity transfer system of limited companies in China, combined with the relevant provisions of the Company Law and contract Law of our country, this paper recognizes the validity of the defective equity transfer contract, analyzes and evaluates the responsibility after the transfer of defective equity, and puts forward some suggestions for further perfecting the defective equity transfer system of our country.
【学位授予单位】：南京师范大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前1条
1 宋文静;有限责任公司瑕疵股权转让法律问题研究[D];四川省社会科学院;2013年
，本文编号：2504645
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