The Study On The Effectiveness Of The Share Transfer In The Limited Liability Company

The limited liability company is originated in Germany, it has gradually been appreciated by the investors and adopted by all the countries because of its incomparable advantage brought about by its characteristic of combining the human joining and the capital joining. So far it has become the most popular carrier for investment and management in today's society.The investors get the corresponding shareholding as the consideration for their setting up or investing in a limited liability company. As one type of independent right, although stock right is not property right completely, it covers the property right content that embodies the majority of the value of the equity. Thus, more often than not it is held by the people directly as an intangible property. It is exactly the property characteristic of the stock right that makes it have the inalienable transferability and become the tool for the investors to get investment avails and escape risks.However, looking at the legal rules inside and outside our country, the regulatory system of the ever-changing stock transfer mainly reflects a probability design, without the definition of the effectiveness of various non-standard share transfers, due to the hysteresis of law and the nature of company legislation that it is essentially a private law. Therefore, the author thinks there is still studying space and significance to research the effectiveness of the share transfer in the limited liability company.This thesis consists of four chapters. It adopts the researching method that studies from the general to the specific and applies theory with practice. The concrete structure and summary are as follows:Chapter I is general research on the effectiveness of share transfer, making a general research on the conception of the effectiveness of share transfer and the general standards for judging the effective states, based on the analysis of share, share transfer and also the effectiveness of legal act. This chapter consists of three sections. Section I makes a general research on the stock right from four points of view: the concept, the content, the nature and the characteristics of stock right. Section II makes a general research on the share transfer from three aspects: the connotation, the basic principles and the characteristics of share transfer. Section III defines the conception of the effectiveness of share transfer, and gives out the general standards for judging the effective states.Chapter II is the occurrence of the effectiveness of share transfer with the process of share transfer as its clue. This chapter is divided into three sections. Section I analyzes the influence of share transfer agreement to the contracting parties. Section II analyzes the implementation of share transfer agreement, and demonstrates the time when share transfer takes effect. Section III demonstrates the legal effects of the registration of company shareholders and the registration of business.Chapter III is the influence of associating factors to the effectiveness of share transfer with the flaws in subject, object, process, results and registration during the whole process of share transfer as its clue. This chapter is divided into four sections. Section I analyzes the influence of the anonymous investment to the effectiveness of share transfer. Section II analyzes the influence of the flaws in the object to the effectiveness of share transfer, including the funding flaw, the transfer of some empowerments, and the re-transfer of the un-obtained share. Section III analyzes the influence of constraints to the effectiveness of share transfer, including share transfer which violates the consent right of other shareholders, share transfer which violates the preemption of other shareholders, share transfer which violates the special restrictions and the conventional restrictions. Section IV analyzes the influence of the flaws in the result to the effectiveness of share transfer, including the normalization and share transfer after which the number of shareholders is beyond the legal limit.Chapter IV is the legislative proposals and improvement to the effectiveness system of share transfer, including proposals in principle and specific suggestions to the current Company Law and other relevant laws.