Research On Equity Transfer Restriction System

The rapid development of China’s market economy has led to a gradual increase in the mobility of economic factors.Company equity is an important property right,showing the corresponding mobility.A limited liability company is a typical closed company with strong personal characteristics,and the necessary restrictions are justified for the transfer of equity in a limited company,but these restrictions should have clear boundaries,otherwise the property attributes of equity will be damaged.How to achieve the liquidity of equity while taking into account the requirements of the relative stability of the equity structure of a closed company has become an inescapable problem in the theory and practice of corporate law.In this thesis,from the perspective of legal behavior,we take the statutory and intentional restrictions on equity transfer as the starting point and study the core issues of equity transfer restrictions in practice.Firstly,we analyze the shortcomings of the dual restriction model "consent right + preemption right",and compare it with the view that only the preemption right is the optimal solution.Secondly,we discuss the effect and legal position of different forms of limited liability company equity transfer restriction rules,such as the articles of incorporation,shareholders’ agreement and equity repurchase clause on the company’s equity.Again,on the basis of sorting out the different views in the theory of equity transfer restriction,we summarize the differences and commonalities between the views.In determining the validity of the equity transfer restriction clause,we should follow the general principles and analyze the specific problems,so as to determine the boundary of the equity transfer restriction clause of the limited liability company,and master the balance between legal regulation and corporate autonomy,so as to ensure the boundary and validity of the equity transfer restriction clause.Finally,the relationship between equity circulation and transaction security should be sorted out so as to clarify the legal responsibility for violation of restriction rules.