The Effectiveness Of The Equity Transfer Of A Limited Liability Company

Stock transfer is the most popular way for shareholders to implore his stock rights. However, owing to the defaults in our corporate law, there are many tangles in the jural practice and academe. This paper tries to argue that the legislative boundary on stock transfer restrict should not infringe the autonomy of a company by studying the basic theories of the stock transfer efforts, and, based on it, we analyze the disputations of some difficult problems and advise that we need to fresh our ideas and clauses to perfect stock transfer system.Generally speaking, stock transfer obeys the rules of freedom. However, freedom always coexists with limits. For the character of capitalization and humanity in a limited company, it is necessary to restrict the stock transfer. Although the stock asks for the most freedom space, it is reasonable to enact limits to protect the base of collaboration. This kind of restrictions is just the conditions of stock transfer, and almost every country had prescribed them in the codes. However, different country restricts the stock transfer in a various degree. Considering the factors of justice and efficiency, the restrictions cannot invade the autonomy space of a company..Next, we focus on the conditions of stock transfer. By comparison, we believe the common conditions should be the following terms: (1) The subjects need to be suitable. On the one hand, the seller should be legal shareholder; on the other hand, the buyer must not resist the laws. (2) The seller should fulfill his duty of notification, and get the agreement form the holders' meeting .The shareholder who sells his share to the outsider challenges the company constitution, which is commonly considered as a contract reached by shareholders .This will affect othershareholders' rational consideration. So, it is very necessary to inform others. (3) The transfer contract should be fulfilled properly. The coming into effect of contract is not equal to the validation of stock transfer. In the process, the seller should deliver the stocks and other proofs to the buyer. (4) Registration makes the stock transfer get full effect. However, the more intricate problems are how to cognize the effects of stock transfer when the common conditions not totally fulfilled. Our opinion as following: Firstly, we consider that it is not surely invalidation when the seller has not given the company all the property he had promised. Secondly, it is a state of instability when the stock transfer has not gotten the agreement from the holders' meeting. Thirdly, we should accept one person company, which is caused by the transfer. Fourthly, we believe that registration of the shareholder identification won't influence the effects of stock transfer. And the last one is about the problem of the stock transfer in the Chinese and foreigner's joint venture company.What's more, the effects of stock transfer will affect the seller, the buyer, the shareholders and even the debtors of the company. This paper holds the opinion of that the corporate law should help to bring about the positive of stock transfer and inhibit the negative and it is just the advices on the design of institution of the stock transfer in our country's corporate law.