Study On Share Transfer Of A Limited Liability Corporation

In recent years, with the rapid development of our economy, problems about defective share transfer and unregistered stock transfer contract of a Limited Liability Corporation are increasing. Because of no specific provisions in Chinese company law, defective share transfer is also a bug in the economic theory and in practice. Due to Defective Share Transfer involves not only company shareholders and creditors' vital interests, but also relates to Chinese market economy, the problem has important theoretical significance and practical value.Based on concrete analysis of a case, the paper discusses some problems of Defective Share Transfer of a Limited Liability Corporation to give some suggestions. The paper is divided into four parts. The definite contents are as follows:The first part is the introduction, this paper introduces the basic situation of the relevant case, summarizes the focus of dispute and the ideas.The second part, the author mainly discusses contract effectiveness and liability issues of defective share transfer. The paper discusses legal status of defects investors firstly, and then analyses contract effectiveness and liability issues of Defective Share Transfer on this basis, using of dialectical thinking of commercial law and civil law. The author believes that, equity transfer contract in the case of defect contribution shall be valid, apart from corporate legal person gird denial causing by defect contribution. The transferor and transferee should bear joint liability for the corporate, the fully funded shareholders and the creditors.The third part, the paper analyzes the effect of the shareholders and business registration, clears the legal status of unregistration investors. The equity transfer contract that meets the requirements of transfer process is effective from the establishment, excepting that the law and administrative regulations formulate that equity transfer contract should be approved and registered by the administrative authorities after the establishment. The disputes of the unregistered equity transfer contract should be divided into internal disputes and external disputes. The hidden shareholders should be liable for the internal disputes and the revealed shareholders should be liable for the external disputes. In the end, the author summarizes the full-text, proposing that people must follow the principle of legality, defend the company shareholder's legitimate rights and interests, and protect each kind of civil participants' legitimate rights and interests fairly.