China Co., Ltd. Equity External Transfer Limit System

The subject of the paper is regulations of limits to shares transferring to outsiders,which are stipulated in the 72'h article of the Company Law of the People's Republic of China(CLPRC).In this paperⅠwould like to have a deep analysis on deficiency of regulations of limits to shares transferring to outsiders in china company law,focusing regulations of a preemptive right to purchase the stock rights of a limited liability company(PR),to put forward a more perfect legislative advice.As a whole,this paper divided into four chapters.The first chapter is generality.In this chapter I mainly discuss Concept and jurisprudence foundation of regulations limits to shares transferring to outsiders,which is beneficial to maintaining the human joining of a limited liability company,protecting the expectation interest of shareholders, adapting management pattern of a limited liability company,in accordance with the idea of fairness and justice.The second chapter is choice of lawmaking mode.I have a comparison and analysis on the three modes of regulations of limits to shares transferring to outsiders,which consist of the mode of a consent right,PR mode and the mode adopting both a consent fight and PR.The conclusion of this chapter is that PR mode should be prescribed in CLPRC, without a consent fight in it.The third chapter is theory analysis of PR.I have an academic analysis on the subject,the legal nature,the law effect,the civil legal relation and the exercise condition of limits of PR,and discuss the insufficiency in the five corresponding aspect of PR in CLPRC.The subject of fight of PR is the other shareholders,and the subject of obligation is the shareholders who intend to transfer his/its stock rights,and the third person other than the shareholders.PR has a dual attribute which has formation fight effect between the shareholders who intend to transfer his/its stock rights and the other shareholders,and has real fight effect between the other shareholders and the third person other than the shareholders.The condition of exercising PR includes the bound of applying PR,the duration of exercising it,equivalence terms and affording guarantee for performing.It should be followed as a principle that the PR of the other shareholders should be ensured to come true on the prerequisite of preventing from damaging the essential interests of the shareholders who intend to transfer his/its stock rights,and give fair attention to the interests of the third person who has participated in matters concerned transferring of the stock rights.The fourth chapter is the perfection of regulations of limits to shares transferring to outsiders in CLPRC.First,I give a concentrated discourse upon the deficiencies of regulations of limits to shares transferring to outsiders in CLPRC.Second,I bring forward solution design in correspond with the deficiencies.At last,I put forward a more feasible lawmaking proposal on regulations of limits to shares transferring to outsiders.