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How Is Capital Contribution Liability Allocated After an Equity Transfer?

Where a shareholder transfers an equity interest for which capital has been subscribed but the payment deadline has not yet arrived, the transferee assumes the obligation to make the contribution. If the transferee fails to pay the contribution in full and on time, the transferor bears supplementary liability for the unpaid contribution.

Where a shareholder who has failed to pay a contribution by the date specified in the articles of association, or whose non-monetary contribution is materially lower in actual value than the subscribed amount, transfers the equity interest, the transferor and transferee bear joint and several liability within the amount of the contribution shortfall. If the transferee neither knew nor should have known of the circumstances, the transferor alone bears liability.

Updated October 3, 2026
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