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On July 1, 2024, the newly revised Company Law of the People's Republic of China officially took effect, marking over a year since its implementation. During this period, the new law has demonstrated significant achievements in optimizing the business environment and standardizing corporate governance, exerting positive effects. However, certain issues have gradually emerged in legal practice, becoming focal points of attention within the legal community.

To assist lawyers in accurately grasping the key points of the new law's revisions and enhancing their practical capabilities in handling equity transfer disputes, JAVY Law Firm successfully hosted the event “Assumption of Capital Contribution Liability Following Equity Transfer Before the Contribution Deadline” on September 12, 2025. Zhao Zenghai, Director of JAVY law firm, delivered opening remarks. Ge Youshan, Director of the Supervision Committee, served as the event host. Mei Shenshi, Professor at China University of Political Science and Law, Doctor of Juridical Science, and attorney at JAVY law firm, delivered the keynote presentation.

At the outset of the event, Director Zhao Zenghai delivered the opening remarks. He noted that with the vigorous development of China's market economy and the continuous refinement of corporate systems, equity transfers have become a crucial means for enterprises to conduct capital operations and integrate resources. However, numerous challenges remain to be addressed in practice. This event aims to establish a professional exchange platform where through the collision of ideas and sharing of experiences, lawyers can provide more precise legal services in complex commercial disputes.

ttorney Ge Youshan served as the event host. He first extended a warm welcome to all attendees on behalf of JAVY Law Firm and emphasized that this event would provide authoritative interpretations, analyses of typical cases, and practical operational guidance. These resources would help lawyers accurately identify legal risks in equity transfer disputes, properly handle disputes over capital contribution responsibilities, and offer robust support for their professional practice.

ADuring the thematic presentation, Professor Mei Shenshi emphasized that studying the new Company Law requires focusing on two main threads: “capital structure” and “corporate governance.” He reviewed the five major capital contribution systems established following the 2023 revision of the Company Law. Using specific case studies, Professor Mei explored the logic of defenses against capital contribution liabilities, stressing the need for comprehensive analysis integrating the Company Law, the Civil Code, and relevant judicial interpretations to avoid simplistic application of traditional civil law thinking.

Addressing the highly contested Article 88(1) of the Company Law, Professor Mei elaborated on its retroactive applicability and judicial divergences in practice, referencing the Supreme People's Court's judicial interpretation on the temporal effect of the Company Law. He focused on analyzing three major points of contention in theory and practice regarding the assumption of capital contribution liability: the legal basis for the transferee (new shareholder) bearing primary liability, the boundaries of the transferor's (original shareholder) supplementary liability, and the conditions for applying joint and several liability to both parties.

Additionally, Professor Mei delved into practical issues concerning the refinement of the shareholder capital contribution system, including legal risks arising from systemic loopholes, liability determination for boards failing to fulfill their duty to demand payment, and operational considerations for adding shareholders as enforcement subjects during execution. He interwove these discussions with case studies of representative cases, achieving a deep integration of theory and practice.

During the interactive Q&A session, attorneys actively posed questions on contentious and complex issues within the new Company Law. Professor Mei patiently addressed each query in detail, fostering a lively and dynamic exchange. Attendees unanimously expressed that the event provided deeper insights into equity transfer liability under the new Company Law, offering invaluable guidance for their future practice.

JAVY Law Firm remains committed to strengthening its platform for interaction between attorneys and distinguished law firms as well as industry leaders. We foster individual professional growth, deepen legal expertise and skills, and empower attorneys in their practice development.