The Effectiveness Of The Equity Transfer Of A Limited Liability Company Case Studies

Share transfer has been a common phenomenon on the background of development of China's socialism market economy and legal system. The Company Law in 2004 made a great progress in company share transfer system. But the new Company Law still has some problems and loopholes, some provisions still can not operate well in real judicial practice. This will bring so many troubles to judges and lawyers. This paper adopts case analysis style, takes five typical cases as example, uses analytical method of comparative jurisprudence, summarizes the experience of relevant foreign legislation, then proposes the author's own designing concepts regarding the share transfer system.The first part explains the validity of a contract which caused a limited liability company has only one shareholder. Actually, this kind of contract is effective when it established. The true question is this company which has only one shareholder may not suit the standard of the one-person limited liability company.In the second part of this article, we first analyze the validity of a contract which made by a shareholder who hasn't invested fund or not completely. In my opinion, this kind of contract is revocable, and two parties each has the duty to supplement the fund.The third part discusses the validity of a contract which signed by a investor, but at the shareholders' roster records other people's name. The article holds such viewpoint that whether the real investor they have the qualifications of the shareholder depend on whether they even actual participated in the company and whether other shareholders really knew who they were.Where a shareholder intends to transfer its stock ownership to persons who are not shareholders of the company, the consent of over half of all the shareholders must be secured. The fourth part discusses problems existing in the validity of a contract which violate this article of the Company Law.If the transfer of stock ownership is otherwise provided in the articles of association, such provisions shall apply. The fifth part discusses the validity of a contract which violates the articles of association. This article adopts the point that if the articles of association not to be invalid, the singed contract can be effective, but it can not resistance the company.Finally, the conclusion makes a simple summary of this paper.