Can the shareholders of the obligation obligations be transferred to the equity?

Can the shareholders of the obligation obligations be transferred to the equity? How to calculate the equity transfer price or the agreement is unknown?

Since March 1, 2014, in addition to some special industries, the company's registered capital payment system has been changed to the subscription and registration system, and the minimum amount of registered capital and capital verification have been canceled. On the one hand, it has provided great convenience for entrepreneurs, and on the other hand, can it be left if the shareholders of the obligations have not fulfilled can transfer the equity? How to calculate the equity transfer price or the agreement is unknown? Wait for incurable diseases.

01 [Explanation method]

Liu Moumou sued Hao Moumou's equity transfer dispute [(2014) Sanzhong Minzheng No. 10966]

02 [Referee points]

1. The shares of the shares of the obligations of not fulfilling the obligations of the funding can be transferred. Although Liu Moumou did not fulfill its investment obligations, the "Equity Transfer Agreement" signed by Liu Moumou and Hao Moumou is the true meaning of the two parties. Liu Moumou did not fulfill his funding obligations, and the contract was legal and valid; and after the agreement was signed, the two parties actually completed the registration procedures for equity change and registered for equity change. The equity transfer was legal and valid.

2. The equity transfer consideration is not agreed or the agreement may be calculated according to the capital contribution required by the transferor. After the company was established, Liu Moumou transferred the equity of RIRS Company to Hao Moumou of 210,000 yuan. Therefore, Hao Moumou should pay Liu Moumou's equity transfer of 210,000 yuan.

03 [Thinking]

1. When identifying the effectiveness of the shareholders who have not fulfilled the obligations of the shareholders of the funds, we should focus on whether the meaning of the transferee is true. For example, the transfer party concealed the fact that the facts that did not perform or other flaws of capital contribution, and the transfer party did not know or should not know it, and the equity transfer contract belonged to a changeable and revoved contract; The fact that fulfilling the facts of contributions or other flaws, then the equity transfer contract should be identified as the true meaning of both parties, which is a legal and effective contract.

2. Because the equity change is registered, it is generally required to provide a formatting transfer agreement. Therefore, for convenience, many people will choose the formatting template provided by the relevant departments. "Some", but did not specify the consideration of equity transfer, which caused a large number of disputes. However, the identification of the equity transfer price cannot be generalized. It is necessary to consider the factors:

(1) The true meaning of the equity transfer. In practice, the equity transfer consideration may not match its true value. The two parties may consider determining the equity transfer price based on other factors. In the case of no legal invalidity and removal, they need to respect the true meaning of the two parties as the basis for identifying the equity transfer price price. Essence

(2) Corresponding amount of investment in industrial and commercial registration. The shareholders' shareholding status, the amount of funding and the value of the equity of the shareholders recorded in the industrial and commercial registration are important basis for the company's creditors to claim the rights of the company and shareholders, and it is also an important reason for shareholders to bear the corresponding civil liability. The records recorded should also be an important basis for identifying equity transfer prices.

(3) The true value of transferring equity. Under normal circumstances, the value of the entire equity of the limited liability company should be equivalent to the value of the company's overall assets. The equity transfer is essentially the transfer of the company's assets. According to the principle of equivalent transaction, the transfer price should be equivalent to the company corresponding to the company corresponding to the company corresponding to the company. The value of assets usually adopts the method of evaluation and identification to determine the true value of transfer of equity, which is also the basis for determining the most commonly used price of equity transfer.

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