The Study On The Legal Problems About Transfer The Shares Of Limited Liability Company To Non-shareholders

Transfer of shares of limited liability company to non-shareholders is an important part of the limited liability company system.The legislation about transfer of shares has also been paid high attention by various countries.Undoubtedly it has important significance to formulate perfect laws and regulations of equity transfer of shares for the long-term and healthy development of company,taking back shareholder’s investment cost and improving the operational efficiency of the capital.Since it was first promulgated,Company Law has experienced several times of modification and supplement and has become more perfect and adapting to judicial practice after modification and supplement.But there is no denying that the current Company Law still has some controversy and imperfect in the provisions of equity transfer of shares to non-shareholders,which bring much trouble to the judicial practice and corporate practice.In December 2016,the judicial committee of the supreme people’s court passed the Company Law Judicial Interpretation(Four).The interpretation made many supplements about transfer of shares of limited liability company to non-shareholders.Judicial interpretation does not belong to the category of special law,but it is as the supplementary provisions of enacted law in the judicial practice.It can provide a new way for the researchers to discover the defect of enacted law by the research of the judicial interpretation.Therefore,based on the relevant provisions of the new Company Law,combined with the related judicial interpretation,this paper will state the issues about transfer of shares to non-shareholders,to find the imperfection of company legislation and contribute my wisdom for the perfection of the legal.Firstly,this paper makes a general introduction about the selected topic background,research purpose and significance and research methods.Secondly,I start elaborating the basic theory of transfer of shares of limited liability company to non-holders.Combined with new Company Law and the Company Law Judicial Interpretation(Four),I interpret two basic system: the shareholders approval system and the shareholder’s preemption rights.Then it will focus on analysis of the deficiencies in the current law from the perspective of legal theory and judicial practice.Thirdly,transfer of shares to non-shareholders in special circumstances will be analyzed in according to the existing legislation.In the process of the study,the author analyzes emphatically the significance and insufficiency of the existing legal provisions from the perspective of legal theory and judicial practice by the methods of literature analysis,system research and comparison analysis.The problem about shareholders in limited liability companies transferring of shares to non-shareholders will be studied combined with the latest judicial interpretation and on the basis of the absorption of predecessors’ research results.Lastly,the paper will give some advice on improvement of legislation according to the study of the subject and advanced legislative experiences of foreign countries.