Study Of A Limited Liability Company Share Transfer Legal Issues

With the rapid development of economy and society, as an important form of enterprises, the corporate become more and more influence people's life in all sides, the shares is an important part of the corporate, draw more and more research of people. The revised The Corporation Law of the People's Republic of China was adopted at the Standing Committee of the National People's Congress on October 27,2005. among them single chapter one has set down provisions to the legal system of share transfer in limited liability corporation, with revise ex-corporation law provision to compare, after revising of The Corporation Law made more detailed provision to this problem, and more operability. But, there are still leave some questions, demand further improve. Therefore, this thesis draws up to the legal system of share transfer in limited liability corporation to let the problem carry on analysis and study of a system, carried on re-examine lately, and put forward some personal standpoints to improve the corporation law. The thesis consists of four chapters:The chapter one is the concept of the right on share. This part mainly carried on define and analysis to the basic theories of the right on share. The right on share is shareholder according to the shareholder identity and the position to obtain economic benefits from the company and participate the company management, which is a type of independent civil right.The chapter two is the legal character and basic theory of share transfer. The act of share transfer is a civil juristic act, which include the behavior is a kind of civil case legal act which includes the act on property and liability, its basis of exists and development of theories is: The company has an independent legal person; Worth balance; The balance of big shareholder right and middle-small shareholder benefits protection.The chapter three is detailed system analysis of share transfer. By methods of comparison of theory and history, four issues on share transfer are respectively stipulated. The first part is about share transfer restrictions, By the theoretical analysis of the reasons of restrictions on share transfer and the comparison of the legal systems of some countries, I propose general standard on share transfer. The second part is about voting system in share transfer. By comparison, the different voting methods is analyzed, putting forward adopt "double-voting" mode in our country, and give the shareholder the right to design the voting systems by themselves. The third is about shareholder's pre-emptive right to purchase share. By the analysis of the character and theoretical basis of pre-emptive, putting forward forbid the pre-emptive right that part perform. The fourth is about share transfer registration system. By comparison of the two types of different register system, I propose to adopt the registration as the necessary requirement against claim from a third party.The chapter four is the criticism and perfect about our law on share transfer about the limited corporate. Some suggestions on legislation are given corresponding on inside-transfer, outside-transfer, priority right, and registration system respectively.