A Study On Shareholder's Obligation Of Notice In External Shareholding Transfer Of Limited Liability Company

In the theoretical study of the external transfer of shareholding,the shareholder's obligations of Notice in external shareholding transfer of Limited Liability Company don't be paid much attentions,many scholars regard it as a procedural obligation.In practice,No or Insufficient Notice Caused a lot of dissension.This paper is composed of three parts: the introduction remarks,main body and summary.The introduction part mainly introduces what are the theoretical problems to be solved in shareholder's obligations of notice in external shareholding transfer,and the goal of this study.the first part mainly studies the Legislative evolution of shareholder's obligations of notice in external shareholding transfer.The second part mainly examines the legal objectives and principles of the setting of notification obligations.There are three legal goals: to meet the right to know the shareholders of the priority,determine the equal condition to facilitate the priority of the shareholders to exercise preemption,and to produce the effect of public confrontation.The legal principles are: conforming to the requirements of the human nature of the limited liability company,improving the efficiency of the transfer of shareholding,balancing the interests of the transfer of shareholders,the priority shareholders,the third party and the company.The third part is the analysis of the legal character of shareholder's obligations of notice in external shareholding transfer,adopt the theory of expressing intent.The fourth part put forward the concept of pre-notification and formal notification,the value of the introduction of pre-notification was analyzed.It also designs the system,including the subjects,contents and ways of performance.The fifth part studies the effectiveness of shareholding transfer contract and shareholding changes when breaking the notice obligation.the conclusion is that the equity transfer contract is effective,and the effect of equity change remains to be determined.It also studies the liability of compensation for the transfer of shareholders when breaking the notice obligation.