Research on the obligors of capital contribution obligations after the transfer of unexpired capital contribution:Commenting on the relevant provisions of the new Company Law
China's Company Law(2023 Revision)has wavered in the legislative process for the obligation of capital contribution after the transfer of unexpired capital contribution equity.The First Draft adopted the liability system of the transferee shareholders.However,The Second Draft,The Third Draft,and The Company Law(2023 Revision)have all changed it to the joint liability system.Under the contribution system,the term interest of shareholders'capital contribution shall be protected by law,and the freedom of equity transfer shall be prioritized in the value consideration.At the same time,the obligation of capital contribution is intentional,and more than the organizational nature is needed to break through the general rule of capital contribution claims.The subject of capital contribution obligation after the transfer of unexpired capital shall be limited to the transferee shareholders,and the transferring shareholders shall not bear the general supplementary liability.The existing legal norms have provided a possible supply of remedial systems to protect corporate creditors under particular circumstances.
unexpired shareholdingcapital contribution obligationsfreedom of equity transfertransferee shareholderssystem of contributionsprotection of creditors'interests
NETL
NSTL
万方数据
