Database ID 2024-08-2-527-002

Database Case: Lu Mougang and Cao Mou v. Shen Mou, Pan Mouli, and Yang Mouqiong

Shareholders may in principle transfer shares before their contribution deadlines mature. But where the company cannot pay due debts and the transferor knowingly transfers the shares at a manifestly unreasonable low price to a transferee obviously lacking the ability to contribute, the transfer is treated as a bad-faith evasion of contribution duties, and the transferor remains supplementarily liable within the scope of the subscribed contribution.

Holding

Shareholders may in principle transfer shares before their contribution deadlines mature. But where the company cannot pay due debts and the transferor knowingly transfers the shares at a manifestly unreasonable low price to a transferee obviously lacking the ability to contribute, the transfer is treated as a bad-faith evasion of contribution duties, and the transferor remains supplementarily liable within the scope of the subscribed contribution.

Issues

transfer of shares before contribution deadlines maturemanifestly unreasonable low priceevasion of contribution obligations