未届期股权转让后出让人的补充责任研究
Research on the Supplementary Liability of the Transferor after the Transfer of Equity in the Past Term

2023《公司法》确定了未届期股权转让后出让人需承担补充责任，该补充责任是我国出资责任领域立法与相关司法实践中的新责任形态。出让人承担出资补充责任的法理依据包括资本维持原则、权利义务相一致原则和出于利益平衡的需要。在明确出让人的补充责任具有独立性、补充性、不确定性和无过错性的基础上，需要进一步把握补充责任的适用原则和适用条件。此外，新《公司法》第88条未对未届期股权转让的典型情形进行差异化规定，包括未届期股权多次转让、股权转让双方恶意串通以及发起人作为控股股东转让未届期股权等，在实践中仍需充分考虑多方利益平衡作出个案裁判。
The New “Company Law” stipulates that the transferor shall bear supplementary liability after the transfer of shares that have not yet expired. This supplementary liability is a new form of liability in China’s legislation and relevant judicial practice in the field of investment responsibility. The legal basis for the transferor to assume the responsibility of supplementing capital contributions includes the principles of capital maintenance, consistency of rights and obligations, and the need for balancing interests. On the basis of clarifying that the supplementary liability of the transferor has independence, complementarity, uncertainty, and no fault, it is necessary to further grasp the application principles and conditions of supplementary liability. In addition, Article 88 of the new “Company Law” does not provide differentiated provisions for typical situations of unexpired equity transfer, including multiple transfers of unexpired equity, malicious collusion between equity transfer parties, and the transfer of unexpired equity by the initiator as the controlling shareholder. In practice, it is still necessary to fully consider the balance of interests among multiple parties and make individual judgments.