Research On Legal Issue Of Limitied Liability Corporation's Stock Transfer

Share transfer is an important tool for operating the capital of the company in order to merge and acquire other companies. Although the new Company Law has constructed an independent chapter to regulate the transfer shareholder's right of the limited liability company, which has made a great progress in company law system. But it still has some problems and missing, which has brought lots of troubles to jurisprudence.This thesis focuses on the study of the relative legal issue of share transfer in the limited liability company, and makes deep research on this problem from the aspect of theory and legal practice, pointing out the defects of the legislation and giving suggestions on establishing the system of the share transfer.There are four chapters in this thesis.Chapter One:elaborates the basic legal principles of equity interest transfer. Firstly, the concept and category has been given to make clear the scope of discussion in this thesis. Secondly, relevant theories about shareholder's right transfer have been compared and analyzed. Last, this part summarized the important condition to realize the transfer, which works as the foundation of this thesis.Chapter Two:describes the dissension arose from the main body's flaw in share transfer. Although China's new Company Law has determined the dormant investment, but the practice is more complex. And there are different opinions about nature and effect of the related contracts. The paper analyzed the issues and legal theory in order to make protection for the involved parties.Chapter Three:makes full discussion on the dissension arose from the object's flaw in share transfer. The effectiveness of the stock rights transfer contract which made by a shareholder who hasn't invested actually has been analyzed. Comparing and discussing some theories about this issue, this thesis suggested that this kind of contract parties should been seemed to be revocable, and the assignee has relevant duty to take responsibility.Chapter Four:describes the dissension arose from the procedure flaw in share transfer, especially the notice to other shareholders, the obligation to purchase related share, the period of the right of preemption and the definition of the same condition. Through comparing the relevant doctrine, this part provides some reasonable suggestions to the procedure of transference.