Point of View... During the divorce, one party transfers its shares in the company to the outside world, whether the other party can confirm that the transfer is invalid.
Published:
2024-06-26
During the existence of the marriage relationship, if one of the spouses contributes to the joint property of the husband and wife but registers the equity of the limited company under the name of the party, and the registrant transfers the equity to a third party without the consent of the spouse during the divorce, how is the validity determined, I .e., can the spouse of the registrant confirm that the equity transfer is invalid? The author will interpret through relevant cases.
Reading Guidance
During the existence of the marriage relationship, if one of the spouses contributes to the joint property of the husband and wife but registers the equity of the limited company under the name of the party, and the registrant transfers the equity to a third party without the consent of the spouse during the divorce, how is the validity determined, I .e., can the spouse of the registrant confirm that the equity transfer is invalid? The author will interpret through relevant cases.
Jurisprudence
1. Case No.:(2018) Supreme Law No. 851
The court of first instance held that although the equity involved in the case was originally registered in Zhang's name, Zhang, as a shareholder, had the right to decide to transfer the equity, but because there was no real transaction relationship between Zhang and Xin Mou Xiang Company as stipulated in the Custom Purchase and Sales Contract, the Debt Repaying Agreement between the two parties lacked factual basis, and Xin Mou Xiang Company did not pay the consideration for obtaining the equity involved in the case, at the same time, the above-mentioned debt and equity transfer occurred during the divorce proceedings between Zhang and Qiu, and the consideration due after the equity transfer involved in the case is the common property of both husband and wife, so the court has reason to believe that the "equity transfer agreement" was signed by Zhang and Xin Mou Xiang company in malicious collusion, damaging Qiu's legitimate rights and interests. According to the second paragraph of Article 52 of the the People's Republic of China Contract Law, the Equity Transfer Agreement shall be deemed invalid; after the contract is invalid or revoked, the property acquired as a result of the contract shall be returned. Because the property rights and interests corresponding to the equity involved in the case belong to the joint property of Zhang and Qiu, and this part of the rights and interests has not been dealt with in the divorce proceedings of both parties, Qiu requested to restore the registration of the equity involved in the case to Zhang. Support.
The court of second instance held that: because Zhang, Xin Mou Xiang company can not prove that the real custom-made trading relationship between the two sides, the two sides signed the "debt settlement agreement" obviously lack of factual basis, the existing evidence can not prove that Xin Mou Xiang company as the transferee of the equity involved in the case has paid a reasonable consideration. In view of the fact that the two parties signed the case involving the "Debt Settlement Agreement", "Equity Transfer Agreement" and its equity change registration and other acts occurred during the divorce proceedings between Zhang and Qiu, the equity involved in the case is the joint property of Zhang and Qiu, Zhang in the case of Xin Xiang Company did not pay a reasonable consideration, all the shares of Lan Mouke Company held by him were transferred and registered in the name of Xin Mouxiang Company, and his false transactions objectively caused damage to Qiu's legitimate rights and interests. Therefore, in accordance with the provisions of Article 52, Item 2 of the the People's Republic of China Contract Law, the court of first instance found that the "Equity Transfer Agreement" signed by Zhang and Xin Mouxiang Company was invalid and not improper.
2. Case No.:(2021) Supreme Fa Min Shen No. 7141
The Court held that: on the issue of the validity of the equity transfer act involved in the case. Generally speaking, when hearing corporate dispute cases involving the relationship between shareholders and external third parties, we should adhere to the principle of appearance doctrine, while maintaining the validity of the internal agreement of the company, priority should be given to protecting the effect of acts made by external bona fide third parties by relying on the appearance of rights reflected in the publicity. In this case, Qiu Moujie has the right to request the division of the property rights corresponding to the equity in the case at the time of divorce because he and Yu jointly contributed. In the external relationship, the shareholder of a registered company has the right to transfer the shares in his name, and the validity of the transfer is judged in combination with the good faith of the counterparty and the reasonableness of subjective trust. However, Qiu Mougang, the transferee of the equity involved in the case, as Qiu Moujie and Yu's son-in-law and shareholder of the promoter of Zhongzheng Company, does not belong to a third party outside the company, and should also know that the capital contribution of the equity involved in the case comes from the joint property of Qiu Moujie and Yu during the marriage, so it does not produce reasonable trust in the appearance of a shareholder's rights. At the same time, although Yu advocated that Qiu Mou Gang had paid the consideration for the transfer of equity due to the debt-bearing transfer, but the Equity Transfer Agreement agreed that Qiu Mou Gang would transfer the equity free of charge, and the existing evidence could not prove that there was an agreement between the two parties to transfer the equity due to the debt-bearing transfer. Although Yu has provided relevant evidence of the company's liabilities to prove that Qiu has just accepted the transfer of equity, based on the independence of the company's personality, the company's debt is not equivalent to the shareholder's debt, and the existing evidence cannot prove that Qiu has just assumed the company's debt as a shareholder. Therefore, Yu has no factual basis for claiming that Qiu has just paid the equity transfer consideration. In summary, the Court does not support a claim that the transfer of equity in the case does not constitute a right to dispose of and a valid act of disposition of property rights.
3. Case No.:(2022) Lu 02 Min Zhong No. 12291
The Court believes that during the deterioration of the marriage relationship between Han and Mao, Mao transferred 40% of the equity of Guang Mou Xin Company, which he originally acquired with a capital contribution of 40000 yuan during the existence of the relationship between husband and wife in 2012, to his mother Hu. Under the condition that the equity transfer consideration could not be proved to be fair, both parties had obvious malicious intent subjectively and infringed upon Han's legitimate rights and interests. Article 154 of the the People's Republic of China Civil Code stipulates that civil legal acts in which the perpetrator and the counterpart maliciously collude to damage the legitimate rights and interests of others are invalid. According to the above-mentioned legal provisions, Han's claim that the equity transfer involved in the case is invalid has factual and legal basis, and it is established in accordance with the law, and this court supports it.
Article 157 of the the People's Republic of China Civil Code stipulates that after a civil legal act is invalid, revoked or determined not to be effective, the property acquired by the actor as a result of the act shall be returned; if it cannot be returned or is not necessary, it shall be compensated at a discount. The party at fault shall compensate the other party for the losses suffered as a result; if all parties are at fault, they shall each bear the corresponding responsibility. Where the law provides otherwise, such provisions shall prevail. The equity involved in the case transferred by Hu from Mao is still registered in Hu's name. According to the above-mentioned legal provisions, Hu should return 40% of the equity of Guang Mou Xin Company acquired according to the equity transfer involved in the case to Mao, and the three appellee should cooperate with the corresponding equity change procedures.
4. Case No.:(2022) Jing 03 Min Zhong No. 11848
The Court held that the focus of the dispute in the second instance of the case was whether the Transfer Agreement involved was invalid.
Article 154 of the the People's Republic of China Civil Code stipulates that civil legal acts in which the perpetrator and the counterpart maliciously collude to damage the legitimate rights and interests of others are invalid.
In this case, Liu and Xia argued that the "Transfer Agreement" should not be deemed invalid on the grounds that the equity transfer price was a reasonable consideration obtained after evaluation and did not cause any loss to Li. First of all, Liu transferred the 1.5 million yuan equity of XXX company held by him, and the income from the equity transfer belonged to the joint property of husband and wife; secondly, Liu signed the transfer agreement with Xia before the equity evaluation result was issued and the equity value was not determined, and the equity transfer price was obviously lower than the value it could enjoy according to the registered equity proportion, finally, according to the evidence in the case and the statements of all parties, Xia knew that Liu and Li were divorcing and facing the division of property, and still transferred the equity of a certain company held by Liu at a significantly lower price, and the malicious collusion between Xia and Liu was obvious. In summary, the above-mentioned equity transfer violated Li's legal property rights and interests, and the equity transfer should be invalid. The court of first instance determined that it was correct and the court confirmed it.
5. Case No.:(2020) Zhejiang Min Zhong No. 957
The Court believes that according to the arguments of both parties, the focus of the dispute in the second instance of this case is: the effect of Liang moujun's transfer of 20% of the shares of Jin mouchang company to Liang moulin. The parties have no objection to the focus of the dispute summarized by the Court, which is analyzed as follows:
After investigation, when Liang moulin transferred 20% of the shares of Jin mouchang company to Liang moujun free of charge, it was during the marriage between Liang moujun and Zhang mouhong, and there was no special agreement to give it to Liang moujun. the 20% of the shares should be the common property of Liang moujun and Zhang mouhong husband and wife and belong to the husband and wife. Liang Moujun transferred the shares involved to his father Liang Moulin free of charge when the husband and wife were at odds with each other and divorced. Liang's free transfer of the shares involved in the case damaged Zhang's joint property rights of husband and wife, so Liang's free transfer of shares is a malicious transfer of the joint property of husband and wife. As the father of Liang Moujun, Liang Moulin should know that Liang Moujun and Zhang Mouhong are not in a relationship and divorce, and still transferred the shares involved in the case free of charge, damaging Zhang Mouhong's couple's common property rights. Therefore, Liang Moujun and Liang Moulin maliciously colluded, damaging Zhang Mouhong's legal property rights. According to the provisions of Article 154 of the General principles of the the People's Republic of China Civil Law, the civil legal act of malicious collusion between the actor and the counterpart to damage the legitimate rights and interests of others is invalid. Therefore, the first-instance judgment found that Liang moujun's free transfer of 20% of the shares of Jin mouchang company to Liang moulin was invalid and had corresponding basis.
6. Case No.:(2022) Su 04 Min Zhong No. 840
The Court believes that the focus of the dispute in this case is whether the equity transfer agreement involved in the case is valid. As a special kind of property right, equity, in addition to the content of property rights and interests, also has the personal social attributes of shareholders and their characteristics, character inseparable from the personality rights, identity rights and other content, so equity does not belong to the joint property of husband and wife, but the property interests represented by equity should belong to the joint property of husband and wife. The transfer of equity by a shareholder of a company may itself be exercised independently and does not require the consent of his or her spouse, nor is there any law requiring the consent of the shareholder's spouse to transfer equity. Therefore, whether the equity transfer agreement involved in the case is valid should be considered in accordance with the provisions of China's Company Law and Civil Code. In this case, before the equity transfer, Xue enjoyed 35.27 percent of the equity of a rain company in the morning, although Xue claimed to be a proxy, but there is no sufficient evidence to prove it. However, this transfer period coincides with the divorce lawsuit between Xue and Fu. Zhou, as Xue's mother, should know the relationship between Xue and Fu. However, this transfer is in the form of equity value of 0 yuan. Combined with the time of this transfer, the relationship between the two parties, consideration payment and other factors, it is difficult for our hospital to determine that Zhou accepted the process of this equity transfer as goodwill, there is no evidence that Fu agreed to and knew about the transfer. Therefore, the court has reason to believe that the transfer of the equity of Chenmou Rain Company between Xue and Zhou has damaged Fu's legitimate rights and interests. According to Article 154 of the Civil Code, the equity transfer agreement involved in the case shall be invalid.
Lawyer Interpretation
During the divorce period, disputes involving the unauthorized transfer of shares in a limited liability company by one of the spouses are more common, and the other party often needs to file a separate lawsuit outside the divorce proceedings to confirm the invalidity of the equity transfer, I .e. to confirm the invalidity of the contract.
In judicial practice, there is a dispute about whether the equity registered in one party during the existence of the relationship is the joint property of the husband and wife and whether one party has the right to dispose of the equity separately. In the case of confirming the invalidity of the equity transfer, that is, the invalidity of the contract, the focus of the court's examination is whether the equity is the joint property of the husband and wife, whether the transfer is not entitled to disposition, whether the transferee colluded with the transferor in bad faith, and whether the price of the equity transfer is reasonable. In particular, the court has a higher standard of proof for the determination of "malicious collusion". Generally, the party who claims that the equity transfer is invalid needs to use evidence to prove that it does not know the transferor's transfer of equity, but the transferee knows that the transferor is in the divorce period, And the transferee signs an equity transfer agreement with the transferor at a consideration far lower than the actual value of the equity.
Key words:
Related News
Zhongcheng Qingtai Jinan Region
Address: Floor 55-57, Jinan China Resources Center, 11111 Jingshi Road, Lixia District, Jinan City, Shandong Province
