Research On The Legal Issues Of The External Transfer Of Limited Liability Companies

Since its establishment,the limited liability company has played an indelible contribution to the rapid development of the social economy,which is largely due to the circulation of equity and capital.At the same time,with the frequent occurrence of disputes and contradictions in theoretical circles and judicial practice,corresponding problems have also been exposed.For example,the consent of the shareholders is a protective barrier for the transfer of the shares of a limited liability company.The second paragraph of Article 71 of the"Company Law" mentions the provisions of shareholders’ consent,but disputes over its retention and abolition continue in the theoretical circle.In practice,some problems are still exposed,such as the vague concept of "transfer issues",the lack of rationality of the transfer shareholder notification rules,and the shareholder "head vote" mechanism,which has led to frequent disputes in theoretical circles and judicial practice.Article 72 of the "Company Law"grants shareholders a preemptive right under "equal conditions".This is based on the free transfer and liquidity of stock rights.In judicial practice,there are many differences in the application of the law and the citation of judgments.The main manifestations are The regulations are too vague and broad,making the adjudication difficult,and the problems are focused on the "equal conditions" in the right of first refusal.At the same time,how to apply the issue of shareholder preemption rights under special circumstances,including the enforcement procedures,the division of husband and wife’s property,and the shareholder preemption rights under the equity gift,still need to be clarified on the basis of theoretical research.Define.Based on the above issues,issues related to the external transfer of shares of limited liability companies are prone to inconsistent views and unclear legal basis in judicial practice.It is very necessary and meaningful to solve the problems mentioned above and put forward corresponding suggestions for improvement.First of all,shareholders agree to stipulate that its existence value is conducive to maintaining the company’s humanity and the interests of the company’s shareholders.In practice,it is irreplaceable and there is a necessity for its existence.And clarify the transfer matters and improve the voting mechanism.Secondly,regarding shareholders’ exercise of pre-emption rights,through judicial cases,the problems existing in the considerations of "equal conditions" are sorted out,and the correct definitions are made based on whether they are converted into prices.According to the focus of practical disputes,the issues that"equal conditions" should be considered are listed separately.Factors,clarify the identification of"equal conditions"such as additional conditions and special items.Finally,in the case of shareholders’ preemptive rights under special circumstances,for enforcement procedures,the "higher price"in the "Auction Law" does not contradict the shareholders’preemptive rights provisions.The court notified other shareholders of the starting point for exercising preemptive rights.The time for determining the content of "equal conditions" shall prevail.In the case of the equity division of divorced property,when one of the spouses is a shareholder,the free division agreement conflicts with the pre-emption right,the agreement is invalid and the other shareholders can claim the pre-emption right.The general gift of equity is different from inheritance and bequest.In order to ensure the overall interests of the company,the shareholder’s right of first refusal is of course applicable.