Legal analysis: If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall not only pay the capital contribution in full to the company, but also bear the liability for breach of contract to the shareholders who have paid the capital contribution in full on schedule. In a joint stock limited company, because the sponsor agreement is naturally contractually binding on all sponsors, failure to pay enough capital in violation of the agreement constitutes a breach of contract. After the establishment of a company, whether it is a limited liability company or a joint stock limited company, the articles of association are the general rules to regulate the organizational relations and activities of the company, which are agreed and signed by all shareholders or promoters, so the articles of association are contractual. The articles of association are binding on all shareholders and the company, and the capital contribution of shareholders recorded in the articles of association must be sufficient, otherwise it will constitute a violation of shareholders' commitments. The second paragraph of Article 28 and the second paragraph of Article 84 of the revised Company Law respectively stipulate the liability for breach of contract for shareholders of a limited liability company and promoters of a joint stock limited company who violate the articles of association or the promoters' agreement and fail to pay their capital contribution in full. The liability for breach of contract is strict. Regardless of whether the defective shareholders are subjectively at fault, they should be liable for breach of contract to the company and the shareholders who have fully contributed. After the establishment of a limited liability company, if it is found that the actual price of the non-monetary property contributed by the company is obviously lower than the amount stipulated in the articles of association, the shareholders who contributed shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Legal basis: Article 72 of the Company Law of People's Republic of China (PRC). Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall buy the transferred equity, and if they do not buy, they shall be deemed to agree to the transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. Where two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation. If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.