Restrictions On Transfer Of Share To The Outsider In Close Corporation

Close corporation is one important form of our country's business organizations. It is created by Germany legislation, to meet the needs of small and medium-sized enterprises with setting less mandatory rules and permitting more autonomy of articles of incorporation. It usually has the following characters: less shareholders, intimate contact among the shareholders, the shareholders devoting full time to corporate affairs etc. These characters are called personal joint and private in the study field. Because of these characters, the legislation would generally restrict on transfer of share to the outsiders in close corporation, and it is the meaning of writing this paper.This paper's topic"Restrictions on transfer of share to the outsiders in close corporation"is not an exact legal concept, and the basic concept behind that is shares, the transfer of shareholder and the contract of sale, etc. The first part gives out the following conclusions: Firstly,"transfer of share to the outsiders in close corporation"will make new shareholders appear because of the share's character of personal joint and character of capitals joint, and the new shareholders need to be consented by the close corporation, that making the results of close connections between"Restrictions on transfer of share to the outsiders in close corporation"and characters of share. Secondly, because the capability of share can not be transferred solely, it needs to restrict the shareholder's ius disponendi when restricting the transfer of share. And there are different legal effect of restricting the shareholder's ius disponendi in different modalities of the passing of property. In the second part, this paper discusses the benefit considerations of making restrictive provision. Because"Restrictions on transfer of share to the outsiders in close corporation"is a breakthrough to free transfer the possession of properties, the legislation makes the rules for protection of special benefit. We need to balance three kinds of benefits.Based on the conclusions of the above two parts, the following chapters discusses the selected mode and legal effect of restrictive provision of other civil law countries.In the second chapter, the paper analyzes the selected mode and legal effect of restrictive provision from the perspective of comparative law. There are two reasons to compare restrictive provisions of three civil law system countries, and they are German, Japan and France and so on. The three countries all need the transfer to be consented by the close corporation.The third chapter is the concrete analysis to restrictive provision of our country's company law. In the mode of restrictive provision, our company law includes consent mode and mode of first option provisions, and this is similar with the company law of Taiwan district which is to be discussed all at once. Combined with the legislations in chapter two, we will discuss that our country also focus on the mode of benefit selection and legal effect.The fourth chapter is to give the suggestion for legislation consummation. Because"Restrictions on transfer of share to the outsiders in close corporation"has a diversified selection, this paper gives out an open conclusion. With making an acceptation and rejection among the three benefits, the author agrees that it's better to select one between the consents restraints and first option provisions.