Research On The Rules Of The Outward Equity Transfer Of Limited Liability Corporation

Reviewing the revision process of our Company law,the legislature added a special chapter of "Transfer of Shares of Limited liability Companies" to the Company Law in 2005,and the Supreme People’s Court has successively issued judicial explanations to respond to social concerns.Due to this,the foreign transfer rules of equity of limited liability companies in our country are becoming increasingly complex,and the increasing number of provisions is inversely proportional to the fluency of the connection between provisions,leading to a one-sided and isolated application of relevant rules by judicial organs in judicial practice,which makes it difficult to resolve disputes between the parties involved completely.Even though the Supreme People’s Court issued meeting minutes in 2019 to achieve the effect of unifying civil and commercial adjudication,the data showed that from 2019 to 2020,the number of equity transfer disputes in judicial practice was still on the rise,and the situation of different judgments in the same case still occurred in judicial practice.As our Company law is being revised,if the new Company Law can reshape the system of the transfer rules of limited liability companies,supplemented by the matching mechanism,the effect must be quite different.The thesis is based on the relevant rules for the transfer of equity in limited liability company to the third party other than the shareholder in the Chinese Company Law system,which is mainly based on the 71 st Article of the current Company Law.Through comparative analysis of different shareholding change modes and combining with restrictive factors that may affect the shareholding change,the basic theories on the shareholding change are systematically understood.On this basis,the current legislation of the external transfer of the stock of limited liability company in our country is reviewed and cases of the external transfer of the stock of limited liability company in judicial practice are collected and analyzed,and the common disputes in disputes of external transfer of the stock of limited liability company are sorted out,as well as the reasoning logic and judgment views of judicial organs.Finally,the paper summarizes the problems and difficulties in the application of equity transfer rules of Chinese limited liability companies,determines the basic direction of amendment,namely changing shareholder consent to corporate consent,and designs the new concept of external equity transfer rules of Chinese limited liability companies in combination with the innovative rules of Chinese Company Law(Revised Draft)(2021).This thesis argues that the core of the revised rules for the foreign transfer of limited liability companies lies in respecting and giving play to the dominant position of the company in the field of foreign transfer of shares,allowing the company to intervene in the process of equity change,replacing the shareholder consent mode with the company consent mode,and complementing the shareholder preemption right system.This is the basic direction to build a new framework of limited liability company equity transfer rules.The construction of the corporate consent mode should first allow the company’s intention to be expressed.Through analysis and comparison,the resolution of the shareholders’ meeting should be determined as the mechanism of the company’s intention,so that the company’s consent right can be fully expressed and exercised,and the legitimate rights and interests of the company and shareholders can be protected.In this framework,we should also improve the procedural provisions of the equity transfer rules,and strive to make the equity transfer rules of limited liability companies more logical and operable in this revision.