Research On The System Of Enterprise Transfer

In recent years, the global financial crisis triggered a new round of industrial revolution, a lot of enterprises adopted series of commercial operating to integrate the capital and property rights. They relieve restricting factors for enterprise development through mergers and acquisitions, sale, asset replacement, the employee stock ownership, management buyouts, and Non-performing asset stripping and other ways to achieve enterprise restructuring. In this industry environment, our country has taken a similar approach to property rights revolution in an unprecedented scale. At the same time, in order to provide adequate protection system to the revolution, China has successively promulgated a number of laws and regulations on corporate restructuring to rule the behavior of enterprises restructuring. In this revolution, a new type of transaction emerged, which transferred all or part important property of the body of an enterprise. It is the transfer of ownership between different market players, which is different from the sale of goods either the transfer of enterprise property. The transfer some countries has a specific appellation in law, called business transfer. The special features of business transfer is that it not only involves a series of tangible assets, conventional intangible assets, but also registration and publicity of contracts, debt transfer, successor of labor contract, non-competition obligations. Currently, most countries in which civil laws and commercial laws divided have special provisions on business transfer system in their Commercial Code, such as "German Commercial Code", "Japanese Commercial Code," "Korean Commercial Code" and "Commercial Code of Macau "and so on. Because of the characteristics of legal system development and realistic conditions, China has not specialized law systems on the business transfer, resulted that there are many irregularities and unreasonable factors in activities of business transfer, the dispute are also emerging as modern litigation focus waiting to be solved.The corporate restructuring, merger and reorganization are the fundamental way of new energy enterprises to obtain a further development. Business transfer is an important way for the merger and reorganization, the regulation of which determine the success or failure of a company. Focus on problems in practice, take use of comparative analysis, theory with practice analysis, systems analysis, hermeneutics, given the views on definition of the main part of the business, the nature of business transfer, the pass of business transfer resolution, the undertake commitments of original credit and debt, the succession of original contract, the principle of non-competition obligations and the factors that influence the effectiveness of business transfer.