On 28th November, JAVY law firm successfully held the activity of ‘the original shareholders’ liability after the transfer of equity’, which was delivered by Yang Shunyi, a partner of JAVY law firm.
Yang first combined with actual cases, in-depth analysis of the original shareholders after the transfer of equity in different legal situations. In particular, he emphasised the changes in the liability of shareholders' capital contribution before and after the implementation of the new Company Law and the impact on the determination of the liability of the original shareholders after the transfer of equity.
He pointed out that with the reform of the capital system of China's company law in 2013, from the original limited contribution system with minimum paid-in capital and contribution period to the full contribution system with no minimum paid-in capital and no time limit requirement, this change has lowered the threshold of establishing a company, but at the same time, it has also triggered a series of new legal issues. In particular, in the process of equity transfer, the division of responsibility for capital contribution between the original shareholders and the transferee shareholders has become more complicated.
Through detailed interpretation of the relevant provisions of Article 13 and Article 18 of the Judicial Interpretation of the Company Law (III), as well as the latest provisions of Article 88 of the new Company Law, Mr. Yang provided clear legal guidance for the lawyers. He emphasised that, for the shareholders who transferred their equity before the capital contribution deadline, the issue of liability has been a difficult and hot spot in judicial practice. Article 88 of the new company law clearly stipulates that the transferee shall bear the obligation to pay the capital, the transferee fails to pay the capital in full, the transferor of the transferee fails to pay the capital on time to bear the supplementary responsibility. This provision is aimed at preventing the use of equity transfer to avoid the obligation of capital, protect the legitimate rights and interests of creditors.
Yang lawyer said, in judicial practice, for not the term of capital contribution after the expiry of the equity transfer of the responsibility of the original shareholders, all levels of courts around the world there may be different judgement results. Therefore, enterprises and individuals should fully understand the relevant laws and regulations and consult professional lawyers to avoid potential legal risks when transferring equity.
In addition, Ms Fan Jingjing, Manager of Strategic Cooperation Department, briefly introduced the construction blueprint of ‘Jia Lawyer's Global Legal Service Network’. It not only deeply analysed the ambitious goal and unique competitive advantages of this network, but also gave the guests a more profound and comprehensive understanding of JAVY law firm's global layout and core competitiveness.
JAVY law firm has always been committed to consolidating and building a platform for lawyers to communicate and interact with outstanding law firms and industry experts, promoting the personal development of lawyers, cultivating legal expertise and skills, and empowering lawyers.
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