Studies Of Legal Issues On Transfer Of Shares In Limited Liability Company

The limited liability company has the characteristics of simple procedures of setting up and flexible organizational structure and plays a crucial role in our national economy. In a limited liability company, the equity is the fundamental right for shareholders possessing the company's interest inside and outside. Shares transfer is not only the transfer of the rights and benefits, but also the transition and change of the companies'management. The limited liability company, which has the feature of Human resource integrity and capital integrity, is between the stock joint company and the unlimited company. Shares transfer happens all the time freely or constrainedly. The detailed procedures of the shares transfer involve the interests of the companies, transferors, other shareholders and creditors etc. The law, as the most important tools in coordinating the interest relationships, maintaining the social orders and solving the value conflict has to balance the benefit among the related interest groups, yet the mainland's corporate law is still unsound in the detailed content of the shares transfer and should be calibrated and revised further.This paper applies the comparison analysis, induction analysis and value analysis method and starts from appreciation of the basic definitions of equities. Interests balance among shareholders, company and creditors etc. are completely focused. Research towards the shares transfer is implemented from the aspects of the general meaning and special meaning respectively by using the fundamental theories of the shares transfer and combining with the reality. This paper aims at providing the references for the soundness of share's transfer rules of the limited liability company. This paper consists of four chapters as following:Chapter 1:The general statement of the shares transfer. First, discuss the nature, features and contents of equity from the basic definitions of equities. Then, describe some concepts similar to the shares transfer starting from nature, kinds and content of shares transfer, by extending to the general theory of shares transfer. Lastly, obtain the results of value pursue of the system on shares transfer in limited liability company by elaborating the principles of shares transfer. Chapter 2 and 3:The general and special cases of the shares transfer. According to the different transferees, the general cases of the shares transfer can be grouped into inside transfer and outside transfer. For inside equity transfer, this paper researches its feature and concept,makes a comparison of different countries'legislation and discusses the disadvantage and future of our own legislation and concludes the salvations of the conflicts towards the prevailed rules. Articles in general and the special stock sale as an entry point, combined with the equity transfer theory and practical difficulties of demands on the sublimation of the theory and path of practice in share transfer made some personal insights. For example, this paper suggests we should pull in purchase of the system specified to replace the provision of deemed to have agreed to transfer, in order to prevent some not to be trusted from company when shareholders who disagree with outside equity transfer can not afford it, thus protect the people combination of limited liability company. For another example based on the concerns of the national economy and security, this paper agree that for the state shares transfer the special rules has to be taken into account. In addition, equity inheritance, matrimonial division of equity, equity repurchase and other issues are analyzed and discussed by this article.Chapter 4:Perfect the system of shares transfer of limited liability company in our county. This chapter puts forward some perfection suggestions on the system building.