Research On Effect Of Transfer Of Shares Of Limited Liability Company

The transfer of shares system of Limited Liability Company is animportant part of limited liability Companies'systems, and theproblem of transfer of shares in the limited liability company is ahot and difficult one in the judicial practice. Transfer of shares ofLimited Liability Company not only involves the relations betweenthe side of transfer of shares and buyer, but also involves therelations between the two parties and other shareholders, and itinvolves the relations between company and the third person outsidethe company. The judgment on effect of transfer of shares just aboutdeals with and corresponds the complicated law relations.This thesis has three chapters together with the preface and theconclusion.Chapter One is a brief introduction to effect of transfer ofshares system of Limited Liability Company , which is on the base ofdistinguish the definition of"transfer of shares","transfer ofcontributor", and"transfer of assets". The author get the properdefinition of effect transfer of shares, and analyze the law character of transfer of shares. During the process of transfer ofshares, many subjects execute several actions. Therefore, we couldnot judge the effect of transfer of shares simply by one standard.The author thinks it should be divided into three levels: it is validbetween the transferor and transferee once the transfer of shares isvalid. The transferee could ask the transferor to transfer shares,and the transferor could ask the transferee for shares capitalï¼›thetransfer of shares becomes valid against cooperation after theregistration of modification of stock ledger. The transferee couldadvocate its shareholder credential and enjoy the rights ofshareholder, while this advocate should not resist against a thirdparty. The transfer of shares is valid after registering theindustrial and commercial modification the transferee gets the wholeshares.Chapter Two is on the effect of the transfer of shares contract.Thischapter contains two parts, one is on the effect of the generaltransfer of shares contract, which discusses the following fivetopics. The first one is valid essence of the contract of transfer ofshares. As a kind of contract, contract of transfer of shares has nosubstantial difference to other contracts on investigation of thecontract.The second one is the effect of contract of transfer of shares,which leads to more than fifty shareholder if the contract carriesout ,the author considers the contract is valid .The third one isthe effect to the contract of transfer of shares restricted by thecharter. The Article 72 of new Cooperation law says"which stipulatedin the cooperation constitution, such provisions shall govern,"whichsupplies the legal dependences for the restriction to transfer of shares contract however. The author views that the effect regulatedby the other articles should be analyzed in two aspects: self effectand outer effect. The self effect of the constitution is limited, andit must be restricted by peremptory provision and the principle offree transfer of shares. The premise of outer effect is its owneffect, and that is the effect between parties who participatetransfer of shares and only in the internal cooperation. The fourthis the effect of contract of transfer of shares which partly transferthe power of functions, the author think the contract is valid .Thefifth is the effect of the transfer of shares contract regulated inArticle 72 of the Cooperation Law. The author considers"theagreement of half shareholders"and the give-up of the prioritypreemption of the other shareholders are legal executive essence ofeffect of the transfer of shares contract, and the offensive actionagainst this executive essence should belong to action of uncertaineffect, it should be captured by other shareholders. Judging thecontract of transfer of shares uncertain valid makes the contract oftransfer of shares possible to be valid, other than certainly invalidon the one side; on the other side, it takes consideration of thebenefits of other shareholders, and maintain the unity of cooperation.Part Two is"the effect of contract of defective transfer ofshares", it look forward its own standpoint about the following twokinds of contracts of transfer of shares: the effect of contract oftransfer of shares with defective contribution to the investment, theeffect of contract of transfer of shares with disclosed transfer.Chapter Three is on the effect of registration of modification forstock ledger to the transfer of the shares The author argues that theregistration of modification for stock ledger is the legal executiveessence of effect for the transfer of shares. After the registration of modification for stock ledger, the transferee becomes theshareholders of cooperation who execute the rights of shareholder,however, the effect of this kind of rights is incomplete, because itshould only advocate to other shareholders of the cooperation,otherwise to the third party. The author agrees to the theory ofeffect of resistant. The effect of resistant is that cooperationexposes the modification of transfer of shares to public throughregister organ of cooperation and assumes that the public have knownor should know these exposed messages. If after the contract oftransfer of shares conclude and the rights of stock deliver thecooperation is hardly to handle the procedure of transfer of shares,the effect of contract and delivery of rights of shareholder are notbe influenced, merely that both parties who deliver the rights ofshareholder resist the third party by delivery contract orregistration of modification for stock ledger.