Limited Liability Company Equity Transfer Analysis Of The Effectiveness Of Dispute,

Transfer of shares of limited liability company is that the shareholders transfer their own shares to others,and it is a legal action of others made equity qualified of shareholders.The transfer of shares is a regular exercise and universal manner for shareholder to deal with his right. The transfer ability of the shares are important rights enjoyed by the shareholders.However,because the relevant provisions of China's Company Law are not perfect,in the practice of law,the disputes of the transfer of shares effectiveness occur from time to time.The academic community on this issue is in dispute.Therefore,in the case of the analysis of disputes to the judicial practice adopted,this paper intends to effect the transfer and improve the system design.The effectiveness of the transfer of shareholding in dispute usually has two categories:one is the validity of the contract of equity transfer,that is, how to determine the validity of the signed transfer agreement among the shareholders;the other is the standard of the entry into force of the transfer of shares.Through the disputes of Shanghai trading company v.Huang Jianguo,He Yun-mei,the paper intends to give a specific analytical in the view of both theory and practice on this issue.In the Shanghai Trading Company v.Huang Jianguo,He Yun-mei case, the first point of controversy is whether the transfer agreement that they signed is effective,because there are no specific provisions on the effectiveness of the contract in the Company Law,so how to determine the effect of the transfer of shares should be based on the general principles of contract law and the specific provisions of other special laws.In accordance with the general principles of Contract Law and civil laws,the transfers and the main target in line with the law and relevant regulations,and it is not in violation of legal provisions,so the agreement is at the inception from entered into force.In addition,the paper also discussed other related issues,that is,In order to obtain the effectiveness of the transfer agreement in the two special circumstances stake,the defects was mainly analyzed about the shareholders investing and the number of the shareholders that does not meet the company's contractual regulations.As defined in the delivery of the shares of different perceptions,leading to continued disputes in the practice of transfer of shares.Among China's limited liability companies,the stock transfer is mainly through equity ownership certificates,list of shareholders,the company charter,business registrations and so on.Through analysis of the effectiveness of the above four forms,I would like to dispute the point:the company's charter determine the effectiveness of the transfer of shares only on the effectiveness of intemal,it is only a formal evidence.Certificates only investor who financed property investment certificate,it is only legitimate that investors have funded.Holders of the certificates can not be funded companies and advocates for the rights of shareholders.List of shareholders is the full prima facie evidence to prove holders rights,as long as the fact of the transfer recorded in the register for the people,it has the effect for the transfer,assignee and the companies,that is, in effect intemally,the roster of shareholders equity delivery signs.The registration or transfer without the effect of the creation of shareholder,it is only confirmed for the fact of transfered,a third person can rely on registration materials to advocate or deny the eligibility of shareholders.In the case of Shanghai Trading Company v.Huang Jianguo,He Yun-mei,the court also adopted the effect of the company's charter,they eventually confirmed the effective between the transfer of shares.