为遏制投资人恶意受让股权转让人出资瑕疵的股权，同时明确股权转让人对股权受让人、债权人与公司的责任，我国《公司法司法解释（三）》构建了一套以瑕疵股权转让人为中心展开的规范体系。然而，以《公司法司法解释（三）》第18条为例，目前该规范体系尚未明确当股东抽逃出资后转让股权，则股权受让人在特定情况下是否需要对债权人与公司承担责任。其次，第16条与第17条亦未明示公司在特定情况下是否有权解除受让抽逃出资股权之股东的股东身份或限制其股东权利。再者，在实务中关于如何认定股权受让人为善意亦无统一的裁判路径和认定标准。在司法实践中，围绕这些法律漏洞所造成的法院同案不同判现象也屡有发生，这使得股权受让人的权利与责任处于不安定的状态中。司法实践所面临的困难呼唤着立法者构建起一套以受让人为中心的抽逃出资股权转让规则。然而放眼于新出台的《公司法（修订草案）》，该问题在当下尚未得到立法者的重视。围绕我国司法裁判中不断涌现的抽逃出资股权受让人权责问题，本文采取实证分析与理论研讨，从三个维度对抽逃出资股权转让规则加以梳理与建构。第一，以司法实践现状为突破口，选取184项有关抽逃出资股权转让纠纷的典型案例，以可视化数据揭示当前司法实践的现存问题。同时结合学界观点，从目的解释、利益衡量与商事外观主义的角度对现行瑕疵股权转让规则予以解构，辨析瑕疵出资与抽逃出资间的联结点。第二，从权源的角度出发，揭示限权规则与除名规则对公司与其他股东制衡抽逃出资股东的重要功能，进而依据权利义务对等原则、商事外观主义原则、风险自负原则与尽职调查原则，提出对恶意股权受让人适用相关规则客观依据。第三，结合司法实践的典型案例，以描述性分析与构建多元线性回归模型为手段，讨论在实务中如何认定股权受让人为善意或恶意。同时结合前文分析，归纳梳理抽逃出资股权受让人对转让人、公司与债权人所享有的权利与应承担的责任，并提出抽逃出资股权转让规则的修改建议。

In order to prevent investors from maliciously accepting defective equity contributions from equity transferors, and to clarify the liabilities of equity transferors to equity transferees, creditors, and companies, China‘s ＂Judicial Interpretation of Company Law （III）＂ has established a regulatory system centered on the transferor of defective equity. However, taking Article 18 of the ＂Judicial Interpretation of the Company Law （III） ＂ as an example, the current regulatory system does not specify whether the transferee of equity needs to be held responsible for creditors and the company under specific circumstances when a shareholder transfers equity whose capital contribution has been unlawfully taken away. Secondly, Articles 16 and 17 also do not specify whether the company has the Rights to remove the shareholder status or restrict the shareholder rights of the shareholder who has been transferred the equity whose capital contribution has been unlawfully taken away under specific circumstances. Moreover, in practice, there is no unified judgment path and standard on how to determine whether the equity transferee is well-meaning. In judicial practice, the phenomenon of different judgments in the same case caused by these legal loopholes also frequently occurs, which makes the Rights and Liabilities of equity transferees in an unstable state. The difficulties faced by judicial practice call for legislators to establish a set of transfer rules for the equity whose capital contribution has been unlawfully taken away centered on the transferee. However, looking at the newly issued ＂Company Law （Revised Draft）＂, this issue has not yet received the attention of legislators at present.Focusing on the emerging issue of the Rights and Liabilities of the transferee of the equity whose capital contribution has been unlawfully taken away in judicial decisions in China, this paper adopts empirical analysis and theoretical discussion to sort out and construct the rules for the transfer of equity whose capital contribution has been unlawfully taken away from three dimensions. First, taking the current situation of judicial practice as a breakthrough, 184 typical cases of equity transfer disputes related to the equity whose capital contribution has been unlawfully taken away were selected to reveal the existing problems in current judicial practice through visual data. At the same time, combined with academic perspectives, this paper deconstructs the current defective equity transfer rules from the perspectives of purpose interpretation, interests weighing, and commercial appearance socialist, and analyzes the connection points between defective capital contributions and capital withdrawals. Secondly, from the perspective of the rights origin, this paper reveals the important functions of the rights limitation rule and the delisting rule for the company and other shareholders to confront the shareholders who has unlawfully take way the capital contribution of equity. Based on the principle of equal rights and Liabilities, the principle of commercial appearance, the principle of risk assumption, and the principle of due diligence, this paper proposes an objective basis for applying relevant rules to malicious equity transferees. Thirdly, combined with typical cases in judicial practice, using descriptive analysis and the construction of multiple linear regression models, this paper discusses how to identify equity transferees as well-meaning or malicious in practice. At the same time, based on the previous analysis, summarize and sort out the Rights and Liabilities of the transferee of the equity whose capital contribution has been unlawfully taken away to the transferor, the company, and creditors, and propose suggestions for modifying the transfer rules of the equity of withdrawal of capital.