Equity transfer contract is a contract concluded by the parties for the purpose of equity transfer, in which the transferor delivers the equity and receives the premium, and the transferee pays the premium to get the equity. Equity transfer dispute is a concentrated expression of the integration of contract law and company law, two major civil and commercial fields. The disputes between the parties usually focus on whether the equity transfer contract is established, effective or not, valid or invalid, and whether it can be revoked. This paper will focus on discussing the rules of adjudication of disputes over the performance of equity transfer contracts, in order to guide enterprises to prevent relevant risks in production and operation.   一、The application of change of situation in the dispute of performance of equity transfer contract Case 1: Supreme People's Court (20...

Equity transfer contract is a contract concluded by the parties for the purpose of equity transfer, in which the transferor delivers the equity and receives the premium, and the transferee pays the premium to get the equity. Equity transfer dispute is a concentrated expression of the integration of contract law and company law, two major civil and commercial fields. The disputes between the parties usually focus on whether the equity transfer contract is established, effective or not, valid or invalid, and whether it can be revoked. This paper will focus on discussing the rules of adjudication of disputes over the validity of equity transfer contracts, in order to guide enterprises to guard against relevant risks in production and operation.   一、The state-owned equity transfer agreement is not effective until it is approved Case 1: Supreme People's Court, (2013) MinerZh...

Counterfeiting shareholders refer to investors who register their capital contributions in the name of non-existent individuals or who embezzle the name of others. The impostor actually fulfills the obligation of capital contribution to the company, participates in the company's operation and management, enjoys rights, and bears risks. However, the person being impersonated has neither the intention to contribute capital nor the actual business operation, and is listed as a shareholder in the shareholder register, company articles of association, and business registration documents. It can be seen that there is no consensus between the impostor and the impostee. This article will combine case studies to analyze the practical issues of such disputes, in order to guide enterprises in preventing relevant risks in production and operation.   一、Both the impostor and the impostee ...

In a loan investment relationship, the borrower is only a nominal investor and is not an actual investor, nor does it actually participate in the company's operations. The actual investment, participation in operations, and exercise of equity are all actual investors, which is the essential difference between borrowed investment and dormant investment. This article will combine case studies to analyze the practical issues of loan name investment disputes, in order to guide enterprises in preventing relevant risks in production and operation.   一、The actual investor borrows the name of another person to exercise their equity, and borrowing the name of a shareholder does not exercise their equity Unlike pseudonym registration, there is a consensus between the actual investor and the borrower in the borrowing registration regarding the borrowing of capital. In this regard, borr...

To confirm the shareholder qualification of a limited liability company, not only the formal requirements but also the substantive requirements must be met. Among them, the act of capital contribution, as a substantive element, has decisive probative effect in determining the ownership of internal equity of the company; The formal requirements of the company's articles of association, shareholder register, and registration with the industrial and commercial department are external manifestations of the substantive requirements, which are records and proof of shareholder contributions. In addition, capital contribution as an objective act is not yet sufficient to determine shareholder qualifications, and it is necessary to explore whether the parties have the intention to become shareholders, which is an important criterion for determining whether the parties are shareholders of the c...

The initiator agreement is a written document signed by the initiators, which determines the rights and obligations of each initiator regarding the establishment of a company. Its content is determined by the initiators through consultation, and generally includes: the basic information of the initiators; The name, address, registered capital, and business scope of the proposed company; The amount and method of investment by the initiator; The rights and obligations of the initiator, etc. This article will focus on discussing the confirmation of equity based on the initiator agreement, in combination with practical experience, to guide enterprises in preventing relevant risks in production and operation.   一、General relationship between the initiator agreement and the company's articles of association Unlike the establishment of a limited liability company, entering into a...

For a standardized limited liability company, the company's articles of association signed by shareholders, the company's register of shareholders, and the capital contribution certificate (equity certificate) issued by the company should be consistent with each other in recording the equity held by shareholders. Therefore, all three are valid evidence for confirming equity. However, in reality, some limited liability companies do not fully sign and prepare the aforementioned documents in accordance with the provisions of the Company Law. Some companies, although signing and reporting their articles of association to the industry and commerce department, have not issued a capital contribution certificate or prepared a register of shareholders; Some companies have different records in their internal investment agreements and articles of association, and have not issued investment c...

Recently, our team handled a contract dispute case where the other party, as a corporate entity, was legally deregistered in June 2022. However, during the company's existence, there was an arbitration clause in the contract signed with our client. So, in the case where the enterprise has lost its legal personality, how to determine the eligible parties and whether the arbitration clauses stipulated in the contract can be applied will be discussed in this article to guide the enterprise in preventing relevant risks in its operation. 一、Determination of Eligible Parties One of the conditions that parties must meet when filing a lawsuit or applying for arbitration is that there is a clear defendant or respondent, and the defendant or respondent should be a natural or existing legal person in reality. A natural person who dies or a legal person who has been deregistered shall have...

According to Article 40 (3) of the Labor Contract Law, if there is a significant change in the objective circumstances based on which the labor contract is concluded, resulting in the inability to perform the labor contract, and after consultation between the employer and the employee, no agreement can be reached on changing the content of the labor contract, the employer may terminate the labor contract by notifying the employee in writing 30 days in advance or by paying an additional month's salary to the employee. This article will mainly discuss that when employers terminate labor contracts with workers in accordance with this regulation, they need to meet the legal conditions and procedural requirements of the entity, in order to guide enterprises in preventing relevant risks in their operations.   一、Legal analysis The provision of Article 40 (3) of the Labor Contr...