新《公司法》未届期股权转让出资义务承担规则优化

——基于组织法和契约法融合视角

中图分类号：DF411.91 文献标志码：A 文章编号：1672-1101（2025）03-0017-09

Optimization of the Rules of Assumption of Capital Contribution Obligations for Unexpired Equity Transfers under the New Company Law Based on the Perspective of Integration of

Organic Law and Contract Law

DING Guofeng， ZHANG Ying （LawSchool，Anhui University，Hefei ，China）

Abstract： The issue of alocation of capital contribution obligation in unexpired equity transfer has long been troubling theorists and practitioners， to which the new Company Law responds positively by providing the rule that the transferee bears the responsibilityof capital contribution and the transferor fulfils the supplementary responsibility after the expiry of the period of time.The introduction of the new rules is certainly conducive to the unification of practical disputes，but the transfer of unexpired shares has the complexity of both organic law and contract law，and the distribution of capital contribution obligation involves relatively complex legal relationships and subjects of interest balancing，therefore the legitimacy of the current rules stillneeds to be further investigated based on the integration of the perspective of organic law and contract law.The article studies the optimization of the rules on the assumption of capital contribution obligation for unexpired equity transfer with the method of legal doctrine interpretation. It is found that under the perspective of contract law， the shareholders'capital contribution obligation can be transferred with the transfer of equity，and the transferee should bear the capital contribution obligation for the unexpired equity transfer. Under the perspective of organic law，sincethe maintenance ofthe company's capital is not the maintenance ofregistered capital，and the basis ofcreditor's trust has shifted fromcapital credit to asset credit，it is not appropriate for the transferee to bear the supplementary liability in order to avoid the emptiness of the company's independent personality.

Key words： Company Law; unexpired shareholdings; capital contribution obligations; organic law; contract law

一、问题提出

2013年以来，我国《公司法》实行法定资本制度下的完全认缴制，认可公司设立时股东可认缴资本的同时明确认缴股东仍然负担实缴出资的义务（以下简称出资义务）。（剩余12901字）