Studies On Some Law Issues Of Share Rights Transfer In Limited Liability Corporation

Nowadays, company has become more and more important in the people's life. Transfer of shares system of limited liability company is an important part of limited liability companies'systems, which highlights the characteristic of limited liability company. Transfer of shares of limited liability company not only involves the relations between the side of transfer of shares and buyer , but also involves the relations between the two parties and other shareholders, and it involves the relations between company and the third person outside the company. Transfer of shares of limited liability company just about deals with and corresponds the complicated law relations. It is an active influence not only to limited liability company but also to the economic development of our country that consummating transfer of shares system. This text evaluates and considers the present transfer of shares system of our country, which based on seeing about the run status of transfer of shares system and combines the correlative rules of the new Company Law ,and which bring forward own advice to consummate transfer of shares system of limited liability company. There are four chapters in the whole text except the introduction and conclusion.Chapter one is the basic law problem of transfer of shares of limited liability company. This chapter starts with the concept and connotation of transfer of shares, analyses the important effect of transfer of shares in the economic life, and expounds the particularity of transfer of shares of limited liability company by contrasting with transfer of shares of stock company. This chapter aims at the characteristic of person cooperation and property joint and analyses the condition of transfer of shares of limited liability company. In addition, this chapter combines the correlative rules of the new Company Law, briefly evaluates and analyses the transfer of shares system of limited liability company of our country.Chapter two is exertion and protect of shareholders'priority for the purchase. Above all, this chapter analyses the property of preemption, and points that shareholders'preemption right comes from priority system in the civil law, which is an optional relief right in the transfer of shares of limited liability company, whose law basis are the theory of expectation right and the theory of limited liability company. Base on this, it deeply analyses"coordination condition"problem that is debated in practice, expounds significance, connotation, price confirm etc. of"coordination condition", moreover brings forward the advice to the cognizance of"coordination condition"in the justice practice. Then the discuss whether preemption right partially exert derive from typical case. Author thinks the design of shareholders'preemption right system of limited liability company ensure the benefit of cedar at the same of embodying the benefit. So we draw the conclusion when other shareholders claim that preemption right partially exert, according to cedar's meaning, other shareholders either all accept or all give up, who have no right to ask cedar divide and deal with all the shares. At last, this chapter discuss the effectiveness of shareholders'preemption right, and brings forward own opinion when shareholders invade other shareholders'preemption right, points the invaded shareholders are endowed request right of damage compensation , according to Invade Law, moreover whose loss compensation of expectation benefit should be considered enough. This chapter brings forward some advice about consummating law protection of shareholders'preemption right and relief.Chapter three is the effectiveness judgment about transfer of shares of limited liability company. This chapter purpose to answer three questions: when does transfer of shares system of limited liability company contract take effect, the relations between shareholders scroll alteration and the effectiveness of transfer of shares and business alteration enrolment influence the effectiveness of transfer of shares. That transfer of shares contract takes effect, the author thinks is entirely applicable to Contract Law about the rules of contract taking effect. Company Law doesn't have to make the special rule. It points the logic wrong theory when alteration enrolment is regards as transfer of shares contract takes effect, and thinks both shareholders scroll alteration and business alteration enrolment are not legal important document of transfer of shares contract. If transfer of shares contract conform to all the parties true meaning, and doesn't break the rules of law forbidding transfer, it should take effect when contract is signed. To combines the correlative rules, the author thinks shareholders scroll is an important document to counterwork the company, is a sign that transferee get shares. That is to say, getting the shares results in transfer of shares contract and alteration enrolment acting altogether. After transferee must have done with alteration procedure in the shareholders scroll, he gets shares finally. Company alteration enrolment belongs to rectification right, not setting right in the business alteration enrolment. Rectification right enrolment use counterworks, Rectification right enrolment has the effect of testifying right. No enrolment can not lead to failing in the whole business action , just it has no effect of counterworking the third side.Chapter four is special situation of transfer of shares of limited liability company, this chapter discuss the three transfer of shares—flaw transfer of shares of invest shareholders and transfer of shares by shares forcibly execute. The flaw right is unequal to illegal right, invest of limited liability company has the flaw, but it has the transfer right. This chapter analyses what law duty all sides of parties should assume when there is invest flaw, including duty assumption between shareholders, shareholders to company, shareholders to company debate. Based on the new Company Law correlative rule , it analyses the particularity of transfer of shares, expounds limited liability company forcibly execute and condition, programmed, and discusses the exertion of other shareholders preemption right when shares are forcibly execute, and brings forward some advice to consummate correlative law system.