摘要
双方当事人均为外籍,转让方将其在中国独资公司90%的股权转让给受让方。交易通过公司董事会批准,双方转让协议等文件明确记载转让股权的对价已经支付,所涉公司的原股东与新股东签署了新章程。股权转让与新章程获当地政府有关部门批准并颁发企业新批准证书(记载公司出资额不变、两家股东各自出资额),但工商登记因无转让方的配合无法办妥。发生争议,转让方否定已经收取对价。看仲裁庭对此争议如何分析、认定,对转让对价已经支付的证据如何解读。
Both parties to the share-transfer agreements are of foreign nationality.The Transferor transfers 90%of his share to the Transferee.The deal is approved by the board and then,together with the revised articles,approved by the government with an official written reply and a new certificate of approval of the corporation,recording that the total investment unchanged and the two investors’respective contribution as 10%and 90%of the total of the corporation.It is explicitly recorded in the agreements of bilingual version that the consideration for share transfer has been paid.But industrial and commercial registration is delayed for lack of assistance from the Transferor.Disputes arise and the Transferor denies that he has been in receipt of the consideration.The problem is:How should the arbitrators construe the wordings of some particular provisions in the agreements and the deal between the parties?
出处
《武汉仲裁》
2008年第2期65-75,共11页
Arbitration of Wuhan
关键词
转让方
受让方
股权转让
转让对价
举证责任
Transferor
Transferee
Share-transfer
Burden of Proof
Consideration for Share
Transfer