The Study On The Modification Registration Of Transfer Of Stock Ownership

The development of market-economy has made stock ownership an important kind of social capital. Without any impact on operation of companies, transfer of stock ownership is restricted to the change of the ownership on stock right, ensuring both former stockholders safe retreats, and new stockholders efficient purchase. Due to these advantages, transfer of Stock ownership has become a main part in stockholders'rights. The Corporation Law in China contains regulations both on limited liability companies and joint stock limited companies. For limited liability companies in China, transfer of stock ownership is more complicated with many disputes. Among them, the criteria to define the effect of transfer of Stock ownership is one of the focus for jurisprudence and practices of law, which is related to the modification registration of the transfer of stock ownership including the modification registration of shareholder's roster and modification registration of the company registration authority. Due to the lack of a clear definition in the law, there are controversies in whether transfer of stock ownership comes into effect upon the modification registration of shareholder's roster, modification registration of the company registration authority or other criteria. And the law practitioners have not settled on this issue, too. Hence, without a clear-defined guidance, controversies easily occur on stock ownership during the process of transfer. To facilitate the solution on this issue, this thesis focuses on the relationships between the modification registration of shareholder's roster and modification registration of the company registration authority; analyze, incorporated with practices, relevant theoretical controversies and elicit several perspectives.Besides the introduction and conclusion, there are 4 chapters in this thesis.Chapter 1– Summary on the regulation of transfer of stock ownership in a limited liability company: based on the definition, legislative characteristics, classifications and restrains of transfer of stock ownership in limited liability companies, this chapter analyzes the related issues on contracts in brief; clarifies the relationships between establishment and effect of contracts, between effect of contracts and in-fact transfer of stock ownership and between contracts and the registration of transfer of stock ownership; and analyzes conclusively the current status and deficiencies of regulations in China on the registrations of transfer of stock ownership in limited liability companies.Chapter 2– Analysis on the legal effect of the changes of shareholder's roster: this chapter explores perspectives of registration of effectiveness and registration of antagonism on the impact of the changes of shareholder's roster on transfer of stock ownership and suggests the perspective of registration of antagonism, according to the meaning the registration of shareholder's roster and its legal effect. Further, as to the transferring point of the effect of transfer of stock ownership, this chapter suggests that it is the point when the assigner delivers his stock ownership established in contracts.Chapter 3– Analysis on modification registration of the company registration authority: the definition, legal effect and procedures of the modification registration are discussed, from which, this chapter explores perspectives of registration of effectiveness and registration of antagonism, and points out the invalidity of registration of effectiveness and the validity of registration of antagonism, according to private property characteristics of stock ownership and its transfer, nature of administrative registration, regulations in The Corporation Law in China. In the last part of this chapter some proposals are put forward to solve conflicts between the former two registration methods.Chapter 4– Legal remedies for incomplete modification registrations of stock ownership: this chapter discusses the remedies for incomplete modification registrations of transfer of stock ownership including the registration of shareholder's roster and the administrative registration. Finally, suggestions are provided for improving relevant rules of The Corporation Law in China.