摘要
新公司法未就股东资格问题设定相应的除权程序,所以股东不因瑕疵出资而丧失股东资格,股东资格是其对外承担瑕疵出资责任的法理依据;瑕疵出资股东应对公司、其他股东及债权人承担相应的民事责任;股权转让不因瑕疵的存在而当然无效;股权转让后,瑕疵出资的责任原则上由出让人和受让人连带承担,在受让人对瑕疵不知情的情况下,有权主张合同无效或申请撤销合同。
In the new Company Law there is not any stipulated procedures for the revoking of shareholders＇ titles, for which shareholders can not be deprived of their titles according to law even they made defective capital contribution. Shareholder titles are the legal basis for shareholders to undertake liability for their defective capital contribution. Shareholders of defective capital contribution should be responsible for any losses incurred by the company, the other shareholders and the creditors. Transfer of shares is not deemed null and void because of the existence of defective eapital contribution, of which the liability should be undertaken jointly by the bargainor and transferee. In case of the fact of defective capital contribution is not exposed to the transferee, the transfer contract is subject to being null and void, or may be applied to be revoked by the transferee.
出处
《河北法学》
CSSCI
北大核心
2010年第5期194-199,共6页
Hebei Law Science
关键词
瑕疵出资
殷东资格
股权转让
债权人
defective capital contribution
shareholder title
transfer of shares
creditor
