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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 are foreign and the transferor will transfer 90% of its equity interest in a wholly-owned Chinese company to the transferee. The transaction was approved by the board of directors of the Company and the transfer agreement and other documents clearly stated that the consideration for the transfer of equity had been paid. The original shareholders of the company involved signed new articles of association with the new shareholders. Equity transfer and new charter were approved by the local government departments and issued a new corporate certificate of approval (record the same capital contribution of the two shareholders, their respective contributions), but the business registration can not be completed without the cooperation of the transferor. In case of dispute, the transferor denies that it has already received the consideration. See how the arbitration tribunal analyzed this dispute and found that how to interpret the evidence that the consideration has been paid.