Research On The Shareholder's Investing Transfer In Chinese Limited Corporations

With the rapid development of China's economy,as the most important form of enterpries ,corporation has become the essential element of social and econoimc development .Limited Liability Company is a cross between a infinite companies and joint stock limited companies ,both co-author and co-financing character .This determinies the shareholders can not withdrawal,also can not like the listed company at a fixed location to complete the transfer of shares .Equity Transfer stystem provides faster and more investment opportunities for investors,which becomes an important system on Company Law. Therefore,they has become the important topic for scholars and legislators to think and study in depth that how to protect shareholders'right of free transfer to be achieved for maintaining the co-funding essence of Limited Liability Company and how to ensure normal operation order of Limited Liability Company without destroying its basis of co–personal .This paper in view of China's equity transfer system present situation, from three aspects were discussed. First of all, the introduction of the thesis expounds the background and significance of research and development at home and abroad, the dynamic, etc.; In the text, first describes the limited liability company production and the development, to the limited liability company shares and equity transfer and related contents outlined in theory. Secondly, the use of comparative analysis method, through the foreign countries legislation to one by one to identify, and concludes that the company of our country legislation to limit the transfer system, internally too wide a free transfer shall be according to the French commercial company law be full. Foreign transfer transfers shareholder rights should be less protection from the Japanese law designated the assignee system, in order to maintain the people at the same time ensure LLC transfers shareholder's legitimate interests. Again, use inductive method, analyzes our country at present the shareholder equity transfer theory limit theory, and analyzes the common practice of hidden name investment shareholders and flaws shareholders' equity transfer situation, whether it is a valid contract to transfer, the transfer of legal effect the author. Finally, find out the corresponding solution, legislative system with approval and preferential buy right system, objection shareholders mandatory purchase obligations of the time limit, mortgage equity system, and the special circumstances have objection to repurchase the transfer shareholders claim, the equity of forced line the program limit, couples were stock ownership of the determination, etc. In short in the substantive law based on perfect, the corresponding program on the evaluation mechanism and equity registration system of improvement, equity transfer the deficiencies of the problem is not only a theoretical defects in legislative system, but also as a legal person shall be to research and solve the problems in judicial practice.