| In the transfer of control in none-listed company, the controlling shareholders in order to obtain control of the high prices often focus only on personal interests and regardless the interests of minority shareholders. So, it is necessary to set up a legal system to protect the interests of minority shareholders in the transfer of control.So company law in the United States established fiduciary duties of controlling shareholders in the process of transfer of control to protect the interests of small shareholders. The transfer of control market is quite prosperous in China's current non-listed companies, but China is still a lack of relevant legal system of duties of controlling shareholders in non-listed companies, so the author to respond to practical needs for the purpose of an integrated the use of empirical analysis, historical analysis, comparative analysis , and other research methods for non-listed companies to fiduciary duty in the transfer of the controlling shareholder in the legal system more in-depth study, hoping to build out our legal system of fiduciary duties of controlling shareholders in transfer of control in non-listed companies.This article is divided into three parts: introduction, body and conclusion. The first part is introduction, from the perspective of practice, it is necessary to set up the legal system of fiduciary duties of controllong shareholders and explain the purpose of writing. The second part is body, which contains the basic issues of the fiduciary duty, theoretical foundations, comparative study, and foundation of the legal system of in our country. The third part is conclusion, which summarizes the article. Think that our country should build the legal system of the fiduciary duties of controlling shareholders in transfer of control in none-listed company as soon as possible. If it is not actual in short time, it is necessary to meet the needs of reality through the judicial interpretation.
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