Limited The Effectiveness Of Equity Transfer Contract

Our limited liability company owned both co-authored and the characteristics of its properties to determine a limited liability company's shareholders can not be arbitrarily deprived of shareholders eligible for divestment, but also did not like the listed companies to trade freely in their own stock Equity, therefore, the shareholders of joint stock limited liability company to launch the company will be achieved through equity transfer. Limited liability company in the share transfer process, our "Company Law" made on the stock transfer restriction provision: pre-emptive rights of shareholders, a majority of all shareholders consent rights. And in the external transfer of equity stake in the external transfer contract signed to relate to shareholders, and assigns the interests of three parties, how the interests of these parties can be balanced, so that interests can be fully protected, is a more complex Problems.This article from the "Contract Law", "Company Law" two aspects of the use of comparative analysis, the transfer of limited liability companies share the external validity of the contract, as well as domestic and international judicial practice, different views and study the problem to make their own Point of view. This paper is divided into five parts.The first part describes the transfer of limited liability companies share the basic theory of meaning through the equity transfer analysis, the limited liability of equity transfer into the external transfer and internal transfer of this limited liability company mainly external transfer of shares. This section also features on the equity transfer and the introduction of certain principles, principles of equity transfer, including transfer of the main principles of freedom of the principles and restrictions.The second part of our country, "Company Law" limited liability company share transfer restrictions to the analysis of a limited liability company share transfer restrictions is mainly limited liability companies in China have co-authored and co-financing of Specific decision. Companies in order to safeguard the interests of the company and other shareholders, made in the external transfer restrictions, restrictive provisions outside mainly in the equity transfer of both consent and refusal.The third part is an external transfer of limited liability company equity comparison method, both from abroad and comparative analysis of the domestic equity transfer of the legal requirements of different countries. In civil law, the transfer of ownership of foreign shareholders must be through the consent and pre-emptive rights; in the common law system, but also the right of first refusal and consent to the corresponding provisions. China's Company Law and the "Company Law" Judicial interpretation of three pairs of limited liability company agreement of transfer of shares outside the right though to the regulations, but there is a certain problem, the author of these issues put forward their own point view.The fourth part is an external equity transfer contract to study effectiveness of controversial issues, namely the transfer of shares outside a comparative analysis of different points of view, there are invalid, said, may revoke said conditional said that and not take effect pending the effectiveness of that .The fifth part of the equity transfer contract outside the statutory factors and the agreement factor analysis and analysis, and transfer contract for the effect of external equity identified as the focus of this section, the effectiveness of the share transfer contract identified in the end is for "contract law" or "Company Law" reached two different conclusions, that the effectiveness of pending contract and void the contract, which co-determination in the void process, proposed the theory that the common behavior of two kinds of contracts and organizations, through research I believe that the external transfer of equity Identification of the contract should apply the "Company Law" requirement, finds its should be a valid contract.Finally, the "Company Law" in the transfer of two special external validity of the contract to analyze how to determine the problem. External transfer of equity to determine the effectiveness of contract research, combined with the above equity transfer contract outside the four different points of view came to the conclusion more agreeable to the views of the author. Registration in the text of the equity transfer contract with the equity effectiveness of external relations and external defects equity transfer, equity external transfers how to determine the validity of the contract also made some analysis.