The Research Of Legal Questions In Equity Transfer Agreement

Limited liability company is streamed from Germany, which is more superior to other company form for its information integration and the characteristics of human,is being applied widely in many countries. Due to the limited liability company has information integration and the characteristics of human, the law and statutes must purse the balance in the aspect of keeping the information integration and the characteristics of human in company. The law of company contains three chapters to illustrate related issues of equity transfer. Due to the complexity of the situation, rules of law can’t solve all the sorts of problems appearing in the equity transfer, the problem is also being debated during academia, which is result in unified judicial practice. So it has theoretical and practical value in researching the equity transfer of the limited liability company. According to the way of legal transfer and the way of the transfer for party autonomy, the equity transfer of limited liability company is divided into the agreement transfer and transfer without agreement.It is in the perspective of contract transfer in researching the related questions of equity transfer in this paper, choosing a classic case of agreement transfer of equity, which is based on the related matters about equity transfer of involving shareholders showing name, shareholders and capital contribution flaw shareholders and the matters about the first refusal right, to analysis and demonstrate the related questions during the whole process of equity transfer with explaining the cases. Finally, on the basis of the above argument, according to the concrete practice of the company law and the summary of the cases, we give the legislative suggestions and improving opinion to the equity transfer system of limited liability company in our country.Combining case related questions of display named shareholders and the dormant shareholders to analysis in theory and practice,and from the aspect of whether the dormant shareholders is being confirmed and the cause, the display named shareholders and the dormant shareholders is defined as well as the effectiveness of the equity transfer without the two parties agreement. In this paper, we analysis the main responsibility body of the flaws capital contribution shares transfer, and with the comprehensive academic viewpoints, we summary the opinion of the main responsibility body of the flaws capital contribution shares transfer. The effectiveness of preemptive right in equity transfer which has been violated, as well as the conditions of applying the preemptive right of refusal and how to resolve the conflict between the first refusal of shareholders and the assignee.