论未届期股权转让中转让人的补充责任

On the Supplementary Liability of the Transferor in the Transfer of Unmatured Equity Interests

摘要: 聚焦未届期股权转让中转让人责任这一核心争议，结合2024年施行的新《公司法》第88条第1款，系统探讨转让人补充责任的法律适用问题。重点论证转让人补充责任的理论基础——根植于出资义务“约定性为体、法定性为用”的双重属性，区分其与《公司法解释(三)》中“补充赔偿责任”的差异，同时明晰转让人承担补充责任后的追偿权等争议问题，为司法实践中此类纠纷的解决提供理论支撑，维护公司资本制度稳定与交易安全。

Abstract: This paper focuses on the core controversy over the transferor’s liability in the transfer of unmatured equity contributions. In light of Paragraph 1 of Article 88 of the new Company Law that came into force in 2024, it systematically examines the legal application of the transferor’s supplementary liability. It focuses on demonstrating the theoretical basis of such liability, which is rooted in the dual nature of the capital contribution obligation—conventional in essence and statutory in effect. It further distinguishes this supplementary liability from the “supplementary compensatory liability” under the Judicial Interpretation of the Company Law (III), clarifies disputed issues such as the transferor’s right of recourse after assuming supplementary liability, and provides theoretical support for resolving such disputes in judicial practice, so as to uphold the stability of the corporate capital system and transaction security.