Study On The Problems Of Shares Transfer By Corporate Shareholders

The legal problems of shares transfer by corporate shareholders are very common in practice and are often accompanied with difficulties and puzzles. Therefore it is practically valuable to study these problems.This paper studies seven major legal problems existing in the process of shares transfer by corporate shareholders by means of case study: (1) the problem of how to evaluate the binding force of articles of association that limit shares transfer by corporate shareholders. (2)the problem of conflicts between the right of purchasing shares exercised by the third party appointed by corporation and shareholders and the priority enjoyed by corporate shareholders to purchase shares. ( 3) the problem of exercise of the priority and equal conditions. (4) the problem of transferring process and when the transferring party is not qualified. (5 ) the problem of contract form, delivery, registration and binding force of shares transfer. (6) the problem of the number of corporate shareholders which does not accord with the statutory number due to shares transfer. (7 ) the problem of how to protect rights of minority shareholders during the process of shares transfer. The purpose of the study is to seek the solutions to these problems from the legal perspective and to put forward some independent thoughts of my own as far as how to perfect the relevant law system is concerned.The paper is composed of six parts. The first part puts forward the problems. The second part analyzes the corresponding conceptions. The third part introduces the guiding principles that include the principle of free transfer of shares, theprinciple of maintaining the relations of reliance among corporate shareholders and the principle of protecting rights of shares transfer of minority shareholders. The fourth part compares the relevant legal systems in China with the one in other countries or regions that belong to the Roman Law Legal System as Germany, France, Japan, Korea, Taiwan, Macao. The fifth part is the core of the whole paper that studies the seven problems abovementioned in detail. The sixth part puts forward ten concrete measure to perfect the relevant legal system of our Corporate Law.