Research On The Legal System Of Equity Transfer In China’s Limited Liability Company

Limited liability company is one of the most important forms of enterprise organization in our country.Its most prominent feature is the co-existence of talent and people.China’s current legislation recognizes the transfer of limited liability companies and makes corresponding legal regulations on the system.For a limited liability company equity transfer,the transfer behavior in addition to maintain its capital in order to achieve the interests of the shareholders of expectation,more satisfies the properties for the person to maintain the basic operation of the company.To take effect in March 2014 of the company law in our country has made the corresponding rules and regulations related to equity transfer system,in 2017 the new "company law judicial interpretation four" right of first refusal in the equity transfer for the further make up the perfect,but still some legislation defects.Full text with comparative analysis as the main research methods,with our limited liability company shares transfer system as the main line,compared with other countries legislation present situation,and from the aspects of legislation and practice the analysis the main problems existing in the current equity transfer system in our country,and put forward some humble opinions to perfect the related system.With other countries and regions of the system,including the UK,US,Japan and Taiwan area than equity circulation mechanism,namely in the provisions of the United States,Britain is a typical form of legislation of share transfer type,represented by Japan limited internal circulation,the external circulation legal constraints,the type of legislation,to our country Taiwan area for typical internal and external transfer strictly legal type of legislation,the study found that,although various countries legislation choice is different,but its interests guidance to agreement,namely,try to maintain limited liability company and to coordinate various interest relations.Aiming at the common points in the legislation of various countries,it is worthy of our reference.Thus summed up China’s current legislation defects on the limited liability company equity transfer,from the external transfer,internal transfer,defective share transfer and the special situation of equity transfer four perspective,the concrete demonstration of the system in our country at present,including the lack of detailed internal transfer system,caused by internal transfer shares of one-man company,the defects of the system of the transfer of an external consent,shareholders forced purchase system and the system of the right of first refusal shall not clear,the flaw stake in equity transfer situation,and involves the succession and enforce the transfer of equity the legislative defects of special circumstances,etc.To this,in combination with the actual situation,it is suggested that our country to improve the system of equity transfer as soon as possible,including the specific elaboration internal equity transfer rules,under the same conditions the introduction of property and non property factors point of view,to construct a sexual equity transfer system,perfect the consent,to the number of shareholders and the transfer of shares stake double sure external consent mechanism,the system of compulsory purchase obligation and right of first refusal,and to limit the scope of the provisions of the company’s articles of association,clear defects after the equity transfer contract effectiveness and transfer of responsibility system,and further standardize the inheritance system of limited liability company and enforcement procedures.