Co., Ltd. Equity Transfer

With the rapid development of China's economy, as the most important form of enterprises, corporation has become the essential element of social and economic development. However, in the current corporation law only two types of corporation, corporation limited by shares and limited liability corporation, are permitted to be established. Because corporation limited by shares is set up by principle of charter, limited liability corporation has become the most popular form of corporations. As a result, the amount of limited liability corporation increases tremendously. Meanwhile, the problems of share transfer in limited liability corporation, which are caused by the civil juristic act or other reasons, become widespread. Due to the briefness and roughness of the procedural and substantial rules on share transfer hi the current law, the legal system cannot meet the social need approximately. Therefore, it is necessary for us to re-examine the legal system of share transfer in limited liability corporation so as to improve the legal system. The thesis consists of five chapters:The chapter one is about basic theory of share transfer. Firstly, the relevant definitions of share transfer are clarified. On the basis of comparative analysis of the definition of "contribution of capital", the concept of "share " of limited liability corporation is introduced and the related definitions are interpreted. Secondly, by analyzing the affirmation of status of the shareholders in case of defective qualification and defective share transfer , I proposed some advice on system design. In the third and fourth part, the nature and content of rights on share are analyzed comparatively and it is asserted that the right on share is a new type of civil rights.The chapter two is about the relevant issues of share transfer. Firstly, the legal character of the share is defined as a civil juristic act. Secondly, the civil juristic act on property and the civil juristic act on liability are analyzed in the share transfer and the impacts of them on the share transfer is also stated. Thirdly, the rights and obligations of the relevant parties, including transferor, transferee, the other shareholders and the corporation are stipulated.The chapter three is about detailed system analysis of share transfer. By methods of comparison of theory and system, seven issues on share transfer are respectivelystipulated and the corresponding advice is put forward. The first part is about share transfer restrictions. By the theoretical analysis of the reasons of restrictions on share transfer and the comparison of the legal systems of some countries, I propose three principal suggestions on share transfer restrictions. On the above basis, I explain the legal nature of share transfer restrictions and put forward that it is reasonable to set the restrictions as the effective precondition of the transfer agreement .The second part is about voting system in share transfer. By comparison, the effects of different voting methods and different voting scope are analyzed. Then , it is proposed that to voteby majority of shareholder's number and to give the shareholders the right to design the voting systems by themselves. The third part is about shareholders' pre-emptive right to purchase share After explaining "to purchase share on equivalent condition" and analyzing the partially exercise of the pre-emptive right to purchase share and the dissenting claim right to transfer price , I propose to adopt strict standards on excising the pre-emptive right to purchase shares on the equivalent condition. The fourth part is about share transfer registration system. As the legal system of protecting the safety of transaction, different theories have different impacts on the concerned parties' interests. By comparison of the legal theories, I propose to adopt the registration as the necessary requirement against claim from a third party. In the other parts, I succinctly analyze the inside-transfer, security of share, the transfer of director's and supervisor's s...