Disquisition On Several Issues Concerning The Transfer Of Stock Rights Of Limited Corporations

The limited corporation has the characteristics of small scale, fewer shareholders, and the limited liability of shareholders. It is the most popular pattern of corporations in the world, which shows the nature of"capital joint"and"partner joint". On the one hand, a limited corporation should maintain its capital so that shareholders must not draw back their investment except for transferring their stock right. On the other hand, the management and development of the corporation must be constructed on the basis of mutual-trust of shareholders. The rule that some restrictions should be imposed on the transfer of shares, is one of the special natures of limited corporation, which makes it different from the publicly-held corporation. Whether the legal regulations are scientific and reasonable is concerned with the lawful right and interests of the corporation and assignor, as well as assignee and other shareholders. How to solve the hard cases concerning the transfer of stock right is of great significance. It is urgent to design a scientific stock right transfer system in China.The thesis analyzes several doubtful issues concerning the transfer of stock rights of limited corporations, combines with the regulations of Chinese current"Company Law"and relevant theory and practice. The thesis consists of four parts apart from the introduction and conclusion. Its main contents are roughly as follows: The first chapter explains the general principles of stock right and stock right transfer in limited corporations. The second chapter is a brief introduction concerning two legal modes of limited corporation's stock right transfer system. It also makes a comparison in this area of Chinese current company law and the former one. The third chapter is the core of this thesis. It discusses several problems existing in the transfer of stock right in limited corporations. Including, 1. Shareholders transfer their stock right towards any person outside of the corporation. 2. The number of the shareholders is against to the form of the statute due to the transfer of stock right. 3. Stock rights transfer under special circumstances. It mainly concerns about spouse's jointly-owned stock division, inheritance of stock right, and enforcement of stock right. By comparison and analysis the author proposes some legislative suggestions to each problem. The fourth chapter makes a brief summary of the doubtful issues mentioned in the third chapter.The disquisition is written based on comparing Chinese current"company law"and the former one. It aims at seeking the way to perfect our stock right transfer system, further to protect the lawful right and interests of the parties in practice.