Limited Liability Company Share Transfer Study

Company of limited liability is the latest kind of company in all types of companies with such characteristics as small scale, few persons, the limited liabilities the stockholders take, which has become the kind of company with the maximum quantity in the world. It combines the character of personal joint and character of capitals joint, in the current legal system, the stockholders cannot spirit their money away in the period of existence of company, so transfer of share rights becomes the unique choice for the stockholders of company of limited liability to exit from the company, but in order to safeguard the character of personal joint, the assignment of stock equity shall be properly limited an regulated.Improve transfer of share rights system will bring active influence to company of limited liability, and even to economy development of our country. In the base of discussing basic theory of transfer of share rights and combining with the revised law: Company Law of People's Republic of China, this paper emphasized on several disputed questions which produced from process period of transfer of share rights in company of limited liability. The writer wants to have the chance to clarify complex legal relationship in the process of transfer of share rights in company of limited liability and to make out useful measures to solve its problem.Except the preface and the conclusion, this thesis consists of six chapters.Chapter one introduces the basic theory of equity interest transfer. First, it demonstrates the concept and nature of equity interest, making it clear that equity interest is a new kind of civil right arising from capital contribution and made by company law. Equity interest is a kind of independent civil rights and the combination of property rights and some personal rights. Second, it introduces the legal nature and characteristics of equity interest transfer, showing that equity interest transfer is a combination of the act of right in rein and the act of creditor's right.Chapter two elaborates the basic legal principles of equity interest transfer. In fact, there are two theories on equity interest transfer. One regards equity interest as a freely alienable right, the other views it as a right whose transfer shall be restricted. After value analysis of above-mentioned two theories, chapter two provides the basic principles for equity interest transfer of limited companies in China.Chapter three introduces foreign legal systems on equity interest transfer of limited companies, including that of common law system and civil law system. Although the legal system on equity interest transfer is much different from one country to another, the value orientation of all countries is maintaining human joining of limited companies and balancing the interests of the transferor and that of other share holders. Such value orientation is of great importance while China learning from other countries to improve its legal system of equity interest transfer of limited companies.Chapter four analyzes restrictions on equity interest transfer of limited companies, including internal and external restrictions. For one thing, the equity interest transfer between shareholders is totally free from legal restrictions. However, such transfer shall observe rules in the Articles of Association. For another, restrictions on external transfer are stricter. All of these show the human joining of limited companies.Chapter five introduces legal system on the right of pre-emption. Right of pre-emption is a kind of independent civil rights, which shall be classified as civil priority. This chapter discusses the legal principle and legal requirements of share holders' right of pre-emption, as well as the judicial protection for it.Chapter six provides some advice on improving Chinese legal system on equity interest transfer of limited companies, such as making clear the meaning of "under the same condition", the period of exercising the right of pre-emption and raising proposals on whether other share holders have the right of pre-emption.