Stock Transfer Effect Of Limited Liability Companies

Further speeds up along with our country reform and open policy advancement, the socialist market economy day after day consummation, takes the market economy most universal individual - limited liability company, also accepts for each kind of investor, while participates in the market competition, pursues the capital income, from this has the dispute which because the company stockholder's rights transfer causes to increase day by day. On October 27, 2005, the tenth session of Standing Committee of the National People's Congress 18th conference considered passes has been new "People's Republic of China Company Law". New "Company Law" although stipulated to in the reality limited liability company stockholder's rights transfer question establishment unique seal, but has not still produced the explicit answer to the stockholder's rights transfer potency question. Because the stockholder's rights transfer potency question is the stockholder's rights transfer core question, in the practice knew on the existence difference, frequently can initiate the dispute, the author anticipates through this article research thus to produce own answer and the suggestion to this question, provides the essential theory basis for solid service processing this kind of dispute.The present paper altogether divides into five parts.The first part for the limited liability company stockholder's rights transfer potency elementary theory, has contained three contents: Limited liability company stockholder's rights transfer potency related concept; Limited liability company stockholder's rights transfer type; Limited liability company stockholder's rights transfer value principle. This part has constructed a frame for the full text elaboration, provides takes care discusses the tool. The stockholder's rights transfer should take the freedom as the principle, but the law also should give the essential reasonable limit to the stockholder's rights transfer.The second part has mainly analyzed the limited liability company stockholder's rights transfer contract potency. This article thought should adopt the establishment to the stockholder's rights transfer contract potency to become effective the principle is the principle, the authorization becomes effective the principle or the registration becomes effective the principle is the exception. To the stockholder's rights transfer contract potency, may unify the company law and carries on the examination using the contract method general requirement to it; To breaks through the stockholder's rights transfer contract potency which "Company Law" the 72nd limit signs to be supposed to limit for may abolish the contract; Has carried on the concrete difference to the stockholder's rights transfer contract and the stockholder's rights transfer potency.The third part has carried on the analysis to the limited liability company shareholder register of names change registration and the stockholder's rights transfer potency. This article thought in the limited liability company the shareholder register of names registration belongs supposes the power registration. The company carries on the examination according to the company law and the articles of incorporation stipulation, after examination agreement grantee registration after shareholder register of names, the grantee just now obtains the company stockholder's rights, can the company shareholder's status advocate the right to the company.The fourth part has conducted the research to the limited liability company industry and commerce change registration to the stockholder's rights transfer potency influence. This article thought the industry and commerce change registration is not the stockholder's rights transfer becomes effective the important document, belongs to the declaring registration, was already occurs to the stockholder's rights changes this fact to carry on the confirmation, caused it to produce outside the resistance company the third person of potency, but and did not have the influence to the stockholder's rights transfer substantive potency.The fifth part has separately carried on the analysis to in the limited liability company peculiar circumstance five kind of stockholder's rights transfer potency question. Makes concrete for the slight defect investment stockholder's rights transfer to the stockholder's rights transfer potency influence, causes the shareholder population surpasses when the legal limit the stockholder's rights transfer potency, the name investment stockholder's rights transfer potency question, the partial stockholder's rights power transfer potency question and grows as an attachment the effect condition stockholder's rights transfer potency question. Can cause this article to above five kind of stockholder's rights transfer potency question research to change to the stockholder's rights transfer potency question elaboration comprehensively.