The Research On Limited Liability Company' Stockholder's Rights Transfer

The stockholder's rights is the right which the shareholder enjoy after he completes company's investment, and is the legal relationship which shareholder based on its status forms with the company.After the shareholder completes its investment, then he has lost regarding investment, and cannot take back it again.The shareholder wants to receive his investment, then only can transfer the stockholder's rights which he owns.Therefore the shareholder transfer stockholder's rights then becomes the only way which shareholder of the limited liability company takes back his investment.But because the limited liability company combines the character of personal joint and character of capitals joint, so there is certain limit to the shareholder transfers the stockholder's rights .However the author through carries on the comparative analysis to the the present company law and the old company law of our country as well as with the overseas law of company, discovered that the law of company of our country at present is simple in the regulationg of stockholder's rights transfer process, what causes the actual operation quite to be difficult.The first part begain with the nature of stockholder's rights, the nature of the stockholder's rights is always the question which the theorists discuss unceasingly, if we cannot understand the nature of stockholder's rights, then it is very difficult has a correct research regarding the transfer of stockholder's rights. by analysing each kind of theory, author finds that the stockholder's rights is the independence right which produces newly, it is already not the property rights, is not the creditor's rights and is not other rights, it is the stockholder's rights, as same as the property rights, creditor's rights and so on right. It has own attribution and the nature.The second part, the author mainly discussed the regulationg of stockholder's rights transfer about our country and the various countries .The stockholder's rights external transfer had to carry on certain degree the limit, In every country, the law has reached consensus on here long ago.But regarding to the internal transfer whether should carry on the limit, it is always the question which debates unceasingly, on the international countries the law also have the different Regulation.The author through to research the stockholder's rights transfer regulation of our country and the various countries at present , obtains regarding the stockholder's rights internal transfer, still should carry on the limit, but limited the degree had to be lower than the external transfer.Next, Priority of purchases is the right which the company original shareholders enjoys in the stockholder's rights transfer process, however the law has not explicitly stipulated that priority of purchases whether can exercise in part and the exerciseable condition of priority of purchases,which has brought many inconvenient for the stockholder's rights transfer actual operation and affected the stockholder's rights transfer reality to be operational. After analysising, The author conclude that exercises priority of purchases in part is not to permit.In the stockholder's rights transfer process, when does the grantee obtain the shareholder qualifications and the force of each step in transfers are always a dispute the question. The time of the grantee obtains the shareholder qualifications to the grantee exercise the shareholder right and protects the grantee and the company are vital significant .The author analyze the three step of the transfer ,then conclude the the force of each step in transfer.Finally, the author discussed two question which frequently appeared actually in stockholder's rights transfer process—the force of violating transfer condition and the stockholder's rights inheritance question.The author concludes that the behavior of violating the transfer stockholder's rights condition is the behavior which one kind of force treats decides, needs other shareholders to subsequently confirm to be able to have the transfer force.But stock inheritance, then the author agreed with the new company law of our country, so long as the regulation of the company does not have the opposite stipulation, then the stock may inherit, shareholder's qualifications also may inherit.