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新《公司法》未屆期股權(quán)轉(zhuǎn)讓出資義務承擔規(guī)則優(yōu)化

——基于組織法和契約法融合視角

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中圖分類號:DF411.91 文獻標志碼:A 文章編號:1672-1101(2025)03-0017-09

Optimization of the Rules of Assumption of Capital Contribution Obligations for Unexpired Equity Transfers under the New Company Law Based on the Perspective of Integration of

Organic Law and Contract Law

DING Guofeng, ZHANG Ying (LawSchool,Anhui University,Hefei ,China)

Abstract: The issue of alocation of capital contribution obligation in unexpired equity transfer has long been troubling theorists and practitioners, to which the new Company Law responds positively by providing the rule that the transferee bears the responsibilityof capital contribution and the transferor fulfils the supplementary responsibility after the expiry of the period of time.The introduction of the new rules is certainly conducive to the unification of practical disputes,but the transfer of unexpired shares has the complexity of both organic law and contract law,and the distribution of capital contribution obligation involves relatively complex legal relationships and subjects of interest balancing,therefore the legitimacy of the current rules stillneeds to be further investigated based on the integration of the perspective of organic law and contract law.The article studies the optimization of the rules on the assumption of capital contribution obligation for unexpired equity transfer with the method of legal doctrine interpretation. It is found that under the perspective of contract law, the shareholders'capital contribution obligation can be transferred with the transfer of equity,and the transferee should bear the capital contribution obligation for the unexpired equity transfer. Under the perspective of organic law,sincethe maintenance ofthe company's capital is not the maintenance ofregistered capital,and the basis ofcreditor's trust has shifted fromcapital credit to asset credit,it is not appropriate for the transferee to bear the supplementary liability in order to avoid the emptiness of the company's independent personality.

Key words: Company Law; unexpired shareholdings; capital contribution obligations; organic law; contract law

一、問題提出

2013年以來,我國《公司法》實行法定資本制度下的完全認繳制,認可公司設立時股東可認繳資本的同時明確認繳股東仍然負擔實繳出資的義務(以下簡稱出資義務)。(剩余12901字)

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