Research On Some Issues To Transfer Of Shares' System Of Limited Corporation

Corporation Law in China through three revisions,transfer of shares'system of limited corporation is gradually improving,and more suited to Chinese economic development and judicial practice.However,the rapid development of Chinese economy and society is complicated.Practice limited corporation in the process of the transfer of shares'system of the new issues will continue to emerge.Transfer of shares'system of limited corporation will face new challenges.In this paper,transfer of shares system of limited corporation on the basis of the inspection operation.Some limited corporation selected to study the issues of equity transfer system,China to further improve transfer of shares'system of limited corporation of their own.This paper mainly deals with the transfer of shares in the form of limited corporations and the principle of equity transfer restrictions ownership transfer of a limited corporation and the conflict with the constitution,and coordinating the transfer of shares of the limited corporation and defects end other things,and the start and expositions.This article first part focused on the transfer of foreign ownership limited corporation,the shareholders and compulsory transfer of the right to repurchase request form.On the transfer of foreign ownership in the form of a limited corporation.First,define the limited corporation shareholders and other foreign shareholders to exercise right of pre-emption when the transfer of ownership,the same condition with the justice that the same conditions as the other substantive elements of the exercise of pre-emption.Then, foreign ownership of a limited corporation for the transfer of the right of pre-emption defined that other shareholders can exercise their right of pre-emption to some concrete analysis of concrete conditions.If the shareholders agree to the transfer of ownership transfer of some cases,some of the other shareholders can exercise their right of pre-emption.However,if the transfer of ownership of all shareholders by agreeing to the transfer of shares what about the other shareholders will not exercise their right of pre-emption in relation to equity.On the compulsory transfer of shares'in the form of a limited corporation.This paper discusses the feasibility of compulsory transfer of a limited corporation shares that can transfer ownership of both the property rights pursuant to the law,all property transfers will be implemented as a subject;Under normal circumstances in the establishment and operation under lease.And in normal circumstances by the court, by virtue of the state's coercive power to compulsory transfer of ownership,whichever is legally not contradictory.Request the right to repurchase shares of a limited corporation that requested the right to repurchase shares in a majority circumstances,entrusted to safeguard their own rights and interests of small and medium shareholders,or minority shareholders of the relief system design.Is a major exercise of the right to request the repurchase agreement to repurchase and not repurchase agreements,the litigation could repurchase.So it is in litigation repurchase agreement to repurchase under the premise failed to bring agreement to repurchase is the pre-litigation procedure. The second part of this paper mainly expounded the principle of free transfer of a limited corporation and ownership restrictions.In my view,the principle of free transfer of ownership as a limited corporation law, together with an important principle constitutes the soul of the modern corporate system.Become a symbol of a modern enterprise.Free transfer of the corporation equity is a fundamental principle of company law,is also a fundamental right of shareholders.Although the free transfer of ownership is a fundamental principle of corporation law,in order to maintain a limited corporation and closed with the need to be given the necessary restrictions on free transfer of shares.However,this restriction is only an amendment and supplement to the former.Meanwhile,in order to give greater autonomy to the corporation,the conditions for the transfer of shares to the company constitution to allow separate arrangements.Then the third part of this paper to explore the limited corporation and the transfer of shares of the corporation constitution,is a limited corporation and the transfer of shares of the conflict between the constitution and coordination.Limited corporation on the conflict between the constitution and the transfer of shares,that the company charter restrictions on the transfer of ownership of the shareholders,the shareholders should have autonomy rules.If shareholders autonomy rules conflict with the law of force,should be effective.On the transfer of shares of a limited corporation with coordination between the charter corporation,believe that the settlement of a limited corporation and the transfer of shares stipulated in the articles of the law on the conflict between corporation law should regulate the division mandatory standards and arbitrary standards.For arbitrary norms constitution can be changed;For peremptory norms of the constitution can be changed.This paper studies the fourth part of a limited corporation to further deficiencies in the system and improve equity transfer.First,the limited corporation to discuss deficiencies in the system and improve the transfer of foreign shareholding.A limited corporation that shares our external system is mainly established the assignment and shareholders do not agree to compulsory acquisition system.Agreed for the transfer of the voting mechanism that should be used,the number of shareholders rather than capital ratio.In accordance with the number of shareholders to exercise the right to vote.Mandatory withdrawal rules external shareholders did not agree that the transfer from the acquisition to be unwilling or unable to balance the interests of selling stock when,therefore,can be considered into the company system repurchase shares and repurchase fulfilled in accordance with legal procedures to reduce funding.Secondly,the discussion of the right to request a limited corporation repurchase shares deficiencies in the system and improve.To request the right to repurchase shares that address deficiencies in the system,it is necessary to adopt practical way,such as judicial interpretation,and so on.Stockholder's objection to the exercise of the right to request more specific repurchase,the specific provisions to resolve legal provisions too broad and measurable flaws.