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

After years of practice, the modern system of the limited liability company has made considerable development in our country. There are a number of large and continuing growth of the limited liability company, the external transfer of equity is very common. Equity transfer generates controversy, although company law in practice establish a unique rules of external transfer about limited liability company, according to the characteristics of integration and information integration, it establish balance between the shareholders’ rights to property and the stability of the company when the equity transfer. In the face of all kinds of disputes arising from the practice, company law slightly lagging, especially some principled regulations, operation is difficult and there are different understanding, is the hot and difficulty in the court trial in recent years.In order to cope with the above problems, the "company law" of 2005 experienced three judicial interpretation and a judicial interpretation of a time draft and revised at the end of 2013, these to solve practical problems is significant. However, any amendment could not accomplish at one time, the new law solve problems and create more problems at the same time. Because company law and economic activities related closely, but the latter is always in change. the legislation is difficult to predict in advance and it is difficult to avoid the lag and vulnerability.so only to be frequently modified to serve immediate needs.In this paper use shareholders of external equity transfer about a limited liability company in the title. Besides the abstract and conclusion there are two parts.The introduction describes the new "company law" implemented at 2014.the company sharply growth in the background. the state promulgated a series of policies and regulations about the transfer of shares, including requiring the tax authorities to strengthen the equity transfer business, personal income tax work, strengthen enterprise information publicity obligations, responsibilities of business registration, administration for Industry and Commerce, and the State Department proposed the establishment of a multiple levels’ equity market. These Policy statements indicate transfer of equity today and future is a common economic phenomenon, it has received more and more attention, strengthen the function of administrative organ will be true, transparent, put forward to require compliance higher. How to improve legislation to reduce the controversial law applies on job requirements and to facilitate the above, we believe that there is to be studied. In the introduction at the end, the paper also puts forward some small feeling, that though the features of company of limited liability while the need to adhere to, but the degree of people unity is not the same. Both legislators and judges are not suitable for business judgment, so I don’t approve of mandatory legislation to delineate a same standard to regulate corporate behavior such as external transfer of equity,.In my opinion,expanding the company’s autonomy and make it more practical possibility is a paper approach.The text is divided into the following four parts:The first part is the background introduction. Discuss the complex situation of the external transfer of equity in judicial practice, China’s laws and regulations about the external transfer right of a limited liability company on the current, including the consent system, the system of the priority to purchase, change registration system, and the system deficiencies in the legislation and the practice.The second part introduces the meaning of validity limited liability company equity transfer in foreign. That "force" includes both the equity transfer contract validity, and the change in equity after the entry into force of the effectiveness of the above contract transfer. The former is established in accordance with the law is effective, the relationship between debt and the parties, the latter on changes in ownership when force, this paper argues that the change of registration within the company should be used as the equity change of boundary points, the changes in industrial and commercial registration produces is resist third person effect.The third part introduces some common difficult problems, because the law is not very clearly.people transfer on the relevant equity effect are more controversial. The first is the main defect of the share transfer issues, such as the effect of anonymous investment equity transfer. This paper argues that the shareholder and the apparent shareholders should abide by their legal dormant investment agreement, and shall not violate the honesty and credit. If the company has any objection should be timely or will be considered shareholders qualification of man as the default anonymous. In principle, the industrial and commercial registration shall be determined as the public shareholders of the Target Corp basis, third people can be recognized, but he still trade with him, we think it as defect. but both sides should have the necessary attention to prudent obligations, such as the third people that recognized by the company or the default anonymous contribution of shareholder qualification of man,he still trade with the nominal shareholder, In addition, the effectiveness of the transfer of ownership about the spouses, the paper suggests an implicit reference to the idea of treatment were funded; secondly that is defective contribution’ issue, this article believed that, the company capital system reform after the investment of shareholders have changed, but the obligation of contribution does not exempt, defective capital contribution does not affect the shareholder qualification, and should try to maintain the validity of the contract; the last problem is the violation of company law and constitution, in respect of consent right and the priority purchase right of effect of transfer of shares. this paper argues that the effect of contract are not ineffective at end, but also specific analysis. When the transfer of shares violate the Constitution, first we must determine whether the statute itself is valid,when the effective transfer of ownership of foreign charter is violated, it should be invalid.According to the previous discussion,the fourth part is proposed some suggestions. the judicial interpretation change frequently, the company law is also frequent change. So certain principles can be in the legislative idea, such as efficiency and transaction security is the legislation, the principle of the effectiveness of equity transfer; in the concrete system, we should change the legislative simplification model, fill the loopholes in the law, reduced from the legal application of the dispute, it will be of great advantage to the judicial practice.