Research On Legal Issues Of Limited Liability Corporation's Stock Transfer

The right of stockholder is a especial property right based on specifical status and qualification,as a associator right,during the process of acquiring and attorning,for its main body-stockholder,it incarnates personal right firstly which is token as property right,then communal right which is token as fellowship. Stock transfer substantively satisfy stockholder with the value realization of property right, at the same time make the group interest secure. Especially in the limited liability corporation, saving corporation's team quality from damage and then steadying the capital foundation is the most especial characteristic of limited liability corporation's stock transfer. Concretely on the main body of stock transfer, each other has different interest attention:For endorsor, acquiring interest from stock transfer is his chief consideration,then is the group harmonious.for alienee, acquiring interest from possessing stock so that becoming dominate in the corporation is the reason he accept the stock.For the corporation, stock transfer doesn't break the capital foundation and the trust during stockholders is its expectant goal.For the other stockholder,their efficiency consideration is uniform as the corporation's,but attenting the trust during stockholders much more.So, maintaining the intersexuality characteristic of capital and trust, balancing the badly interest collision between endorsor and alienee, designing limited liability corporation's stock transfer system and disposal and litigation for the dissension are significative.This paper classifies stock transfer dissension for five cases based on the contract availability factor and analyses corresponding redress,they are:the dissension arosed by the main body's flaw, the dissension arosed by the object's flaw, the dissension arosed by the content's flaw, the dissension arosed by the procedure flaw and the dissension arosed by the implementation's flaw. At the dissension arosed by the main body's flaw, stockholder sets up the corporation should apply instauration register,the date acquireing the business licence is the date the corporation comes into existence,the contributor gains stockholder qualification this day.But in the practising field,the dormantpartner occurs a great deal. Actual contributor sets up a corporation in the name of others arosing the dissension when dormant capital attorns.In this case, the actual contributor or the dormantpartner who has qualification,who possesses the stock and how to cognizance the effectiveness of the agreement become troubles when resolving this dissension.This paper points that we should carry out the principle of externalism on cognizancing the stockholder qualification, adopt the standard of the recordation in the stockholder beadroll.At the dissension arosed by the object's flaw,the object of stock transfer is the right of stock,it is the right and obligation which attorn.In order to ensure the success of attorn,the right of object must be unabridged. In the practising field,the attorning of flaw object refers to the problem of the contract effectiveness and the responsibility,the alienee often protest that the agreement is inefficacy or claim withdrawing the agreement.This paper points out that flaw contribution cann't effect the instauration and possession of stock,the flaw stock aslo can be attorned,the contributor should be cognizanced as seizing of the qualification,the alienee can incept the qualification and make use of the stock.At the judicatory redress,we should distinguish with two instance that alienee know or should know and doesn't know,and analyze concretely.At the prevenient arosed by the content's flaw,this paper analyzes the especial criterion in corporation constitution.The newly company law prescribe the problem of stock transfer as:"If the corporation constitution has additional prescribe, complying with it."In this way, prevenient prevenient disobeied the corporation constitution can be resolved.But the newly company law doesn't prescribe how to harmonize and dispose when the corporation constitution has disagreement with legal restrict,and how to cognizance the contract effectiveness when the party act against the especial criterion in corporation constitution.This paper analyzes some cases of the especial criterion in corporation constitution,and points out that it is the arrangement with desire autonomy and doesn't violate the company law's inspirit.At the dissension arosed by the procedure flaw and he dissension,this paper analyzes the exertion of the assentient right firstly,points out that the existent stockholder can exert the assentient right without the meeting of stockholders;" exceeding the half" means exerting the voting rihgt according to poll;at the problem of the preferential purchasing right's part exertion,this paper points out that it shouldn't be sustained in principle. Secondly,this paper analyzes the problem of alteration enregister, proposes that whether the alteration enregister of the stockholder beadroll or the alteration enregister of the business administration cann't affect the effectiveness of the transferential agreement.At the dissension arosed by the implementation's flaw,the newly company law has establish the system of a main body's limited liability corporation,the disputation about the article's effectiveness which results in only a main body isn't significative any more. Apropos of the regulating of the one main body's limited liability corporation is another problem in legal aspect.This paper points out that allowing its existence during a reasonable time limit is more feasible.