A Research Into The Stock Ownership Transfer Of Limited Liability Corporations

In the recent years, with the establishment of the market economy system, transferring the stock ownership has become an important form for companies to raise capital, transfer and recompose property rights and optimize the resource allocation. As the soul of the modern corporation system, the principle of"Free Transfer of Stock Ownership", confronts certain restrictions because of the property of"the Affinity between Stakeholders"with the limited liability company. The external transfer of stock ownership, involving the multiple legal relations between the parties concerned, the party and the corporation as well as between the party and the other stockholders, is concerned with the effectiveness and implementation of the contract, the transfer and registration change of the stock ownership.Transferring of stock ownership operates on the principal of freedom, only allows an exception when there is a limit. However, no matter how free the transferring is, the limit also exists to a range of degree. The transferring of stock ownership has its limit set by law, by rules, and by contract. In virtue of these limits, to investigate the efficacy of Transferring of Stock Ownership Contract becomes difficult. Therefore, if law and rules are obeyed, the practical efficacy problem existing in the Transferring Contract makes itself the first topic. Generally, the ordinary transferring contracts should conform to the rules in Law of Contract; whereas when under particular conditions, we should handle different degree of efficacy according to different properties of those transferring contract.The effectiveness of contracts is not equal to the performance of contracts. Likewise, the effectiveness of contracts for stock ownership transfer is not equal to the actual transfer of the stock ownership. So attention must be paid to the appropriate performance of the contract after its conclusion. A complete and effective stock ownership delivery should include two aspects: the change of the ownership and the power. Register of shareholders belongs to establishment registration, the change of stockholders can be truly achieved only when the register of shareholders is changed. Registration in business administration departments is nothing but a registration for announcement and doesn't affect the actual transfer of the stock ownership.The provisions set by the original"Company Law"are to some extent deficient in dealing with the stock ownership external transfer of the limited liability company. The amended edition, based on the principle of"Balance of Interest", enhances the operability; however, it fails to make explicit rules on the effectiveness of the transfer contract, the abalienation and registration change of the stock ownership. Added by the fragile market monitoring and administration, the party concerned exhibits various misbehaviors in practice and the circulation of the stock ownership is coupled with a lot of disputes, which imposes a significant proposition for us on how to resolve disputes and eliminate conflicts by juridical means. This thesis also provides an analysis of how to regulate the stock ownership transfer reasonably and effectively from both the aspect of the law and regulations, and the aspect of transaction procedures, with the aim to foster the perfection and healthy development of limited liability companies. This paper is thus of great theoretical and realistic significance to advance the corporation management and market economy operation.