An Analysis Of The Legal Issues Concerning The Transfer Of Equity In China 's Limited Liability Companies

Limited liability company(hereinafter referred to as "limited company") equity transfer is a right of shareholders to enjoy the protection of the role of the realization of the interests of shareholders. Due to the shareholders to transfer the shares to a third party outside the company will inevitably lead to the changes in the company personnel and architecture, affecting to the mutual trust relationship between the shareholders, but also relates to the company, shareholders and creditors interests. This paper only on the transfer of foreign equity research, based on the theory, and in the practice of China’s limited equity transfer in the practice of the complex situation of the analysis put forward their own point of view. In addition to the introduction and conclusion, the full text is divided into four parts:The first part: the basic theory of equity transfer. From the concept of equity transfer, and then analyzes the classification, legal nature, basic principles and the significance of the equity transfer to the company, shareholders and creditors. The conclusion, in respect on the basis of the principle of free transfer of shares, the free flow of limited deal with equity and equity to make the appropriate balance, in order to Guarantee Co., Ltd., protect the company and its shareholders related interests.The second part: in addition to the articles of association of the company agreed to shareholders can free transfer of ownership of foreign and foreign equity transfer shall comply with the provisions of the company law of legal procedure and the articles of association of the company agreed to the stockholder "s rights transfer limit the extent of two level is expounded. When the company uses the articles of association of the company, the company can combine its own demand for the transfer of foreign equity is different from the legal agreement. The articles of association of the company shall comply with the principle of equity transfer of the company established by the company law.The third part: the validity of mainly discusses the equity transfer agreement, from the transfer of equity and equity actual changes the relationship between behavior started, analysis on the legal effect and effect of foreign equity transfer agreement make the determination. After the equity transfer agreement with the transferee signed a share transfer agreement, without the register of shareholders and the registration of industrial and commercial changes, the equity transfer contract is legally binding. If the equity transfer contract has been signed, but not in accordance with "the people’s Republic of China Company Law"(hereinafter referred to as the "company law") the provisions of foreign equity transfer procedures are, equity transfer contract of the legal effect in theoretical circles existing four views: on effective, withdraw, pending validity, attached to the statutory conditions for the entry into force on. The author agrees with the statutory conditions of entry into force.The fourth part: the analysis of the special problems in the equity transfer. Mainly involves to the defective contribution of external equity transfer contract effectiveness of analysis and the main responsibility of the determination, the effectiveness of dormant shareholders of foreign equity transfer contract and assigns of bona fide acquisition problem analysis, law based on be expressly provided for legal reasons appear as a result of the transfer of foreign equity related problems on.