论出资未届期股权转让后原股东责任承担

On the Responsibility of the Original Shareholders after the Transfer of Equity Rights before the End of Investment Period

摘要: 2013年我国《公司法》进行了修订，确认了公司注册资金认缴制，大大地降低了资金被占用的时间成本，在实践中股东们通常都会约定较为宽松的出资期限，从而导致出现了法律中未曾有过明确规定的“出资未届期股权”的情况。对于出资未届期股权转让后，原股东是否需要承担出资责任，学理界展开了激烈的讨论，司法裁判中类案不同判的情况也屡见不鲜。因此，出资未届期股权转让后，原股东是否需要继续承担出资责任，承担责任的责任基础、责任方式以及承担责任的条件仍具有研究意义。

Abstract: In 2013, China’s Company Law was revised, confirming the subscribed capital system for company registration, greatly reducing the time cost of capital occupation. In practice, shareholders usually agree on a relatively lenient capital contribution period, resulting in the situation of “unexpired equity contributions” that has not been explicitly stipulated in the law. There has been a heated discussion in the academic community about whether the original shareholders need to bear the responsibility for capital contribution after the equity transfer has not expired, and it is not uncommon for similar cases to be judged differently in judicial rulings. Therefore, it is still of research significance to determine whether the original shareholders need to continue to bear the responsibility for capital contribution after the equity transfer has not expired, as well as the basis, methods, and conditions for assuming responsibility.