Limited Liability Company Stockholder's Rights Transfer Question Research

The limited liability corporation's system of stockholder's right transfer is an important component of Current Corporation System. Reasonable stockholder's right transfer can take many functions, such as promoting stockholders' investment, optimizing the disposition of resources and improving and perfecting corporation's control structure. However, the stockholder's right transfer of many corporations is not perfect in practice, in which there are more or less defects. For instance, some disputes often happen in such problems as the affirmation of contract potency of stockholder's right transfer, its conditions and procedure. The affirmation and judging standards of academic circles and practical circles of these problems are not same. This thesis tries to analyze Chinese current conditions of the limited liability corporation's system of stockholder's right transfer and put forward some personal opinions by combining foreign legislative experience.This thesis is divided into four chapters. In Chapter One, it primarily discusses the relation and difference of the concepts, such as stockholder's right transfer, investment transfer and share transfer. Then it analyzes the nature of stockholder's right transfer and points out that stockholder's right transfer is a civil legal act, which contains activities of creditor's rights and the change of stockholder's right, as well as complex procedure and many subjects of interests.In Chapter Two, it shows the general theories of stockholder's right transfer and suggests that the design of the system of stockholder's right transfer is the result that every different value comes to conflicts mainly from the perspective of both theories of free stockholder's right transfer and restrictive one.In Chapter Three, it analyzes the potency of stockholder's right transfer. The general elements of effective of stockholder's right transfer are stated and the effectiveness of stockholder's right transfer in every special condition is analyzed.The author focuses on discussing the affirmation of stockholder's right transfer in six special conditions and put forward his viewpoint.In Chapter Four, there are some legislative suggestions for improving and perfecting the limited liability corporation's system of stockholder's right transfer in China. According to Chinese system of stockholder's right transfer and foreign related legal systems, the author gives some advices and propositions: legislation should stipulate the internal system of stockholder's right transfer specifically; the law should define some problems in the procedure of stockholder's right transfer to the outside, such as "the equal condition" of prior purchasing right, "deadline"; the purchasing system that other stockholders pointed the beneficiary should be established.