Case playback:

　　In 2003 April, a, B, C, B A C agreed to sign a promoters' agreement, respectively, 13000 and 40000000 yuan invested 13000 to establish Ding company D. The three party payment on schedule D company D temporary capital account. In the fourth company D verification, a A, C C the funds. In January 15, 2004, E assigns a A e, C C own all the shares, company D, 170000000 yuan of assets and agreed to inject Ding company D. In 2005 April, Wu E will hold its Ding company D equity transfer price of 170000000 yuan to the transfer of F, by F directly to D company D. At the same time, D, e, D E has F three party agreed to transfer to F, e E has owed Ding D company 170000000 yuan of debt, the debt cancellation F shall pay to the e E the equity transfer price, by F since September 26, 2005 2 years repayment period. In 2005 May, the provisions of the articles of association, company D modified by E: investment 170000000 yuan, accounting for 56.67% of the registered capital. In July 20, 2005, F registered as a shareholder, company D. In July 1st, the F will be 40000000 yuan to Ding company D account, on the same day to pay back has to nominal F account transactions. In 2006 May, the F with its own small company D company all shares discount 35000000 yuan one-time compensation to Geng, requirements of B B within 20 days reply whether the option exercise the priority purchase right. B B that has F not to Ding D company shareholder rights, F should immediately make up for D company D contribution and compensation for liquidated damages B B.

　　Intensive analysis:

　　Company (partnership) formed as a combination of different resource owner's organization, aims to collaborative work, create higher efficiency than the single production factor owners go it alone. But undeniable is, the company (partnership) stakeholders have different interest demands. The articles of association of the company (partnership agreement) by providing a set of relevant rights and obligations of the rules, the company (partnership) to design the proper behavior pattern, provide vast space for all creative activities, so that the company (partnership) can get more output with less input, the actual effect for optimization. At the same time in the process, the articles of association of the company (partnership agreement) to provide the most convenient, the most economical process model for the company to realize the development of the different interests of the main target.

　　The articles of association of the company (partnership agreement) as written down in the form of shareholders (partners) represents the common meaning, is the company (partnership) basic criteria necessary legal documents for the establishment and organization and behavior. The articles of association of the company (partnership agreement) provisions are not complete, the establishment of the company is not successful or may result in invalid incorporation. As a business rule is highest, the articles of association of the company (partnership agreement) is a product of the interests of the game between investors and enterprises, on the inside, the shareholders (partners), directors, supervisors, managers are binding. After the approval of relevant departments, the articles of association of the company (partnership agreement) foreign legal efficiency. For every one of the investors, to participate in the formulation of the articles of association of the company (partnership agreement) is to avoid investment risk, an important means to ensure their legitimate rights and interests of the. Therefore, the articles of association of the company (partnership agreement) formulation must consider, to take care of all the wishes of investors, can be as much as possible to ensure the equity and efficiency.

　　In this case, D company was first established, A, although C will contribute models into D temporary capital account, but soon after the payment out of capital verification. Although the capital verification report, but not as the original shareholders of D company invested sufficient evidence in place. E D shareholders, not according to the agreement between the time to perform the obligation of capital contribution. A, C, although E has the defect of capital contribution, but is recorded in the register of shareholders or the articles of association of the company, through the industrial and commercial registration, if without lawful exemption procedures, still have the shareholder qualification, enjoyed the disposition right.

　　F in the equity that exist in D company, investor, shareholder qualification is not flawed case assigns its equity, and to undertake the obligation of contribution to D, not E, is expressed both parties of transfer of ownership of the real meaning, also do not violate the laws, regulations and mandatory. Although F and D F of D company shall perform the obligations agreed to owe the debt of D, but the company capital paid-up is a legal obligation of shareholders, the obligation of contribution situation involving real company capital directly, the legal obligation between shareholders or between the shareholders can not because of its fund the company to negotiate the release or without legal procedures and change. Therefore, even if the agreement is true cannot be F should bear the obligations. Although the F in 2005 July to the D company invested 40000000 yuan, but the day is out, other evidence in the case of not, also cannot prove that F D has to fulfill the obligation of capital contribution.
The provisions of the company law, the shareholders shall make full payment for the articles of association of the company in the amount of the capital contributions subscribed for. The amount of capital contribution of all the shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, the rest by the shareholders since the date of the establishment of paid in full within 2 years. D company since 2003 to 2006 May, the registration of its establishment, has exceeded the minimum period that contributed to the registered capital, so F should be according to the provisions of the constitution obligation invested 170000000 yuan to D company.

　　Company through the acquisition of F and industrial and commercial registration, has been made in D company shareholder qualification, but did not fulfill the obligation of capital contribution in the case, the shareholder's right should be limited, and should be in accordance with the agreed in July 20, 2005 according to B company's actual contribution to bear the liability for breach of contract. Otherwise, the B D company as shareholders, have the right to bring an action to F company.

　　The above software automatic translation content does not meet your needs?

　　Give me a message or call: +86 10 62530048