有限责任公司瑕疵股权转让的相关法律问题
发布时间：2018-09-06 11:42
【摘要】： 本文通过案例分析,并借鉴国外立法经验,提出了处理有限责任公司瑕疵股权转让相关法律问题的建议,以期对司法实践有所帮助。本文仅讨论有限责任公司中由于出资瑕疵形成的股权在转让中涉及到的股东资格、转让效力和转让后的责任问题。 本文除导言、结语外主要分为三章,分别从一个典型案例出发,阐述本文涉及的三个主题。 第一章,瑕疵股权的股东资格问题。列出案例后,首先介绍了瑕疵股权的概念和分类；其次详细分析了瑕疵股权是否可以否定其股东资格的问题,本文认为,不能因瑕疵出资否定其股东资格,但是可以限制其股东权的行使；最后对本章案例进行评述。 第二章,瑕疵股权转让的效力问题。列出案例后,首先介绍了瑕疵股权转让的概念,股权转让合同及其转让行为生效的问题,其次列举了瑕疵股权转让效力的四种观点,接着对上述四种观点进行了辩证分析,最后在此基础上,结合本章案例提出本文对上述观点的发展——“严格可撤销说”。 第三章,瑕疵股权转让后的责任问题。列出案例后,在对责任承担的四种观点进行批判分析的基础上,结合本章案例得出本文观点：即在遵循民商法辩证统一的理念基础上,区别股权对内、对外转让两种情况下予以具体分析。 实践中,因为没有明确的法律规定予以指导,瑕疵股权转让纠纷争议特别大。本文在此仅做试探性讨论,期望相关法规尽早出台。
[Abstract]:Based on the analysis of cases and the experience of foreign legislation, this paper puts forward some suggestions to deal with the legal problems related to the transfer of defective shares in limited liability companies, in order to help the judicial practice. This paper only discusses the qualification of shareholders, the validity of transfer and the liability after transfer of equity in limited liability company due to the defect of capital contribution. In addition to the introduction, the conclusion is mainly divided into three chapters, starting from a typical case, this paper expounds the three topics involved. The first chapter is about the shareholder qualification of defective shares. After listing the cases, it introduces the concept and classification of defective equity, and then analyzes in detail whether defective equity can negate its shareholder qualification. However, it can restrict the exercise of shareholders' rights. Finally, the case of this chapter is reviewed. The second chapter is about the validity of the transfer of defective shares. After listing the cases, this paper first introduces the concept of defective equity transfer, the issue of the validity of equity transfer contract and its transfer behavior, then enumerates four viewpoints on the validity of defective equity transfer, and then makes a dialectical analysis of the above four views. On the basis of this, this paper puts forward the development of the above-mentioned viewpoint-"strictly revocable theory" combined with the case of this chapter. The third chapter is about the liability after the transfer of defective shares. After listing the cases, on the basis of critical analysis of the four viewpoints of responsibility, combined with the case of this chapter, the author draws the opinion of this article: that is, on the basis of the dialectical unity of civil and commercial law, the equity right is different from the inside. Foreign transfer under two circumstances to specific analysis. In practice, due to the lack of clear legal provisions to guide, the dispute over the transfer of defective shares is particularly controversial. This article is only a tentative discussion, hoping that the relevant laws and regulations will be issued as soon as possible.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：D922.291.91
本文编号：2226243
[Abstract]:Based on the analysis of cases and the experience of foreign legislation, this paper puts forward some suggestions to deal with the legal problems related to the transfer of defective shares in limited liability companies, in order to help the judicial practice. This paper only discusses the qualification of shareholders, the validity of transfer and the liability after transfer of equity in limited liability company due to the defect of capital contribution. In addition to the introduction, the conclusion is mainly divided into three chapters, starting from a typical case, this paper expounds the three topics involved. The first chapter is about the shareholder qualification of defective shares. After listing the cases, it introduces the concept and classification of defective equity, and then analyzes in detail whether defective equity can negate its shareholder qualification. However, it can restrict the exercise of shareholders' rights. Finally, the case of this chapter is reviewed. The second chapter is about the validity of the transfer of defective shares. After listing the cases, this paper first introduces the concept of defective equity transfer, the issue of the validity of equity transfer contract and its transfer behavior, then enumerates four viewpoints on the validity of defective equity transfer, and then makes a dialectical analysis of the above four views. On the basis of this, this paper puts forward the development of the above-mentioned viewpoint-"strictly revocable theory" combined with the case of this chapter. The third chapter is about the liability after the transfer of defective shares. After listing the cases, on the basis of critical analysis of the four viewpoints of responsibility, combined with the case of this chapter, the author draws the opinion of this article: that is, on the basis of the dialectical unity of civil and commercial law, the equity right is different from the inside. Foreign transfer under two circumstances to specific analysis. In practice, due to the lack of clear legal provisions to guide, the dispute over the transfer of defective shares is particularly controversial. This article is only a tentative discussion, hoping that the relevant laws and regulations will be issued as soon as possible.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前2条
1 赵红巧;有限责任公司瑕疵股权转让问题研究[D];中国政法大学;2011年
2 王斌;瑕疵出资股权转让法律问题研究[D];大连海事大学;2011年
，本文编号：2226243
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