The Study Of The External Equity Transfer System Of Limited Liability Company

Our current Company law and relevant judicial interpretation set up some relevant provisions about the right of preemption and right of consent to the foreign transfer of share.Unfortunately,the existing provisions are still in a certain ambiguity,which leads to a long dispute between the theory and practice circles.The aim of this study is to reconstruct the foreign equity transfer rules of limited liability companies in our country,in an effort to provide a stable legal environment for commercial transactions with both fairness and efficiency.This paper is divided into three parts: introduction,text and conclusion,among which the text contains four chapters.The first chapter discusses the basic theory of equity transfer of limited liability company from the perspective of equity nature and corporate characteristics.The second chapter expounds the legislative status quo of consent right and preemption right rule,and makes a simple legislative analysis of the two rules.The third chapter points out the existing problems in the process of equity external change.One is the unclear notification rule of equity external transfer in the consent right rule and the effectiveness of the head vote mechanism;the other is the unknown judgment standard of equal conditions in the preemption right rule and the transfer of shareholder’s right of resent,etc.;the third is the crisis of credibility and the disorder of commercial transaction caused by the double restriction operation of the two rules.The fourth chapter is to put forward the corresponding improvement suggestions to the above legislative issues.First of all,the shareholder consent provisions to supplement and improve.Secondly,the identification standard of "equal condition" is determined by the classification of whether it can be converted or not.Finally,by modifying the default rule of double restriction to the rule of single restriction,the limited liability company can choose any restriction rule freely to improve the efficiency of foreign equity transfer transaction,in order to provide effective help for solving the existing legislative problems of the system of foreign equity transfer.