Study On Transfer System Of Limited Liability Company's Shares

Along with the development of our socialist market economy, the transactions of company stock right become active day by day, there are more and more disputes caused by stock transfer in judicial practice, Therefore, the construction of legal system of share transfer becomes increasingly important. Although there are some relevant provisions on share transfer of limited liability companies in our present"Company Law", something still needs to be improved and it causes lots of controversies when dealing with stock transfer disputes in judicial practice. Starts with the conseption of stock right and stock transfer, the author analyze the specific systems of share transfer and some special cases influencing the effectiveness of stock equity transfer. He puts out his personal opinions on aspects as special limitations of internal and external stock transfer. This article discusses the issue of share transfer of limited liability companies, there are four chapters.The first chapter presents an overview of stock transfer. It analyzes the conception and legal nature of stock transfer. It particularly expatiates the theory foundations of stock transfer from three aspects: the transferability of stock ownership, the need to balance the interests of shareholders and the need to protect the interests of creditors.The second chapter is the study of specific system of share transfer. The author elaborates three specific share transfer systems. The first is freedom transfer system of share. It stresses to elaborate"Freedom transfer of share is an unshakeable principle and restrictions on the equity is only an exception."The second is limit system of stock transfer. It explains concretely the arrangement of restrictions systems in the Chinese Company Law through the concrete analysis of consent right system and preemptive right system .The third is the registration system of share transfer .It mainly discusses the relationship between equity acquisition and equity registration system through analyzing the difference of effectiveness between internal registration and external registration.The third chapter is the study of special cases that influence the effectiveness of share transfer.The third chapter is the study of special cases that influence the effectiveness of share transfer. To analyze cases and handle disputes, this chapter mainly discusses the most incidental disputes from four aspects: articles of incorporation on the validity of share transfer restriction, the validity of transferring defective shares, the validity of nominal shareholders'share transfer and the validity of share transfer resulting in a sole stockholder.The fourth chapter is about some thoughts on improving our country's transfer system of limited liability company's shares. The author provides some small improvement suggestions about internal transfer system, external transfer system and assigned purchase system respectively.