Article 71 Internal Equity Transfer Rules Of The Company Law

Limited liability companies are characterized by the combination of people and capital,so their equity transfer system is relatively unique and the factors considered in the system design are more complex.At present,the law of our country adopts the legislative mode of free transfer to the internal transfer of equity without restriction.Although this legislative mode reduces the cumbersome legal procedures to some extent,it affirms the autonomy of shareholders.However,the internal transfer of equity can change the ownership structure of a company,which may easily lead to the concentration of equity in the hands of some shareholders,resulting in the unbalanced distribution of rights and obligations of shareholders and the violation of shareholders’ trust in the ownership structure.Company investment and financing of commercial practice,venture capital institutions,fund investors to the company’s equity financing,foreign internally by the terms of the contract for equity transfer to different degree of restriction and reflected in the articles of association,on the one hand reflects the autonomy of business innovation,on the other hand,from the perspective of the inherent right of shareholders equity limit of boundary.In addition,China’s company law on the transfer of equity and other issues are not clear provisions.Therefore,there is still a lot of room for discussion in the theory and practice on the related legal rules of the agreed internal transfer of equity.Firstly,based on the nature of the limited liability company,this paper discusses the core issue of whether the internal transfer of equity should be restricted.The author believes that the internal transfer of equity should be differentiated into different situations and the rationality of the internal transfer of equity should be recognized.Secondly,in the context that the internal transfer of stock rights of limited liability companies in China can be restricted by the articles of association,this paper discusses the autonomy and its boundary of the articles of association in the internal transfer of stock rights,and advocates the full play of the role of the autonomy of the articles of association.In order to prevent the registration authority from interfering with the reasonable restrictions of the articles of association on the transfer of internal equity,the company law can be prescribed by the legislative mode.Finally,in this paper,the equity of the internal force and the transfer of equity transfer point analysis discussion,think equity change of creditor’s rights model and pure are limitations on the interpretation of meaning pattern,caused by internal transfer of equity stake change effect,shall notify the company + double against mode,take the fact of the equity transfer in the notification after the company shall have legal effect of equity transfer,in the register of shareholders changes inside the company against,the administrative department for industry and commerce registration of change,against a third party effects.