Legal System Of Limited Liability Company Shareholder Equity Transfer

With the development and improvement of our country market-oriented economy，stock transfer of limited liability company as a special form of capital transaction, whichis more frequent and active in company practice with each passing day. Therefore, howto arrang through the institution of company law， maintain the essence ofpeople-oriented in limited liability company，ensure the regular operation of company，which is the research project by the various countries scholar，legislator，worth of studyand consideration deeply.In recent years，dispute of stock transfer of limited liability company become onetype of major company law case，moreover，social attention rising increasingly，although company law has chapters for the rules and regulations of stock transfer of thelimited liability company， the rules and regulation are still too principle，in judicialpractice，due to the law cases are different，moreover，on the complicated side，thereare quite a few puzzling questions harass the law practitioners.How to find out the law intendment under the existing law framework， accordingto the general principal of law reasoning and application，appropriately and correctlyhandle the dispute law case of stock transfer， which is the issue that law practitionershave to solve. In consideration of above-mentioned， the text clear up the issues ofstock transfer of limited liability company，after discussion of the basic principal ofstock transfer of limited liability company，putting company law in entire system ofcivil law，highly connected with related law，start from original idea of lawmaking，combine all kinds of viewpoints in Theory Circle，writer obtains conclusions andsuggestions which can solve the practical issues accordingly. Writer hope that take thisopportunity to clear up the complicated law relations in the process of stock transfer oflimited liability company，in order to obtain effective solution to meet the issues.The text constitutes introduction，text，conclusion，thereinto text have fourchapters：The first chapter，overview of shareholder stock transfer of the limited liabilitycompany. Writer generalizes the basic theory of stock transfer in this chapter.The second chapter, the forms and restriction of stock transfer. Writer discourse particularly the basic principles, rules and restriction of two kinds of stock transfer(internal transfer and external transfer), furthermore, indicate the omission of legislation,propose a suggesion of legislation improvement. Writer also discuss in details ofpreemptive right system of shareholder, and specifically list and analyse the issuesconducting the preemptive right system, for instance,“Equal condition”in preemptiveright system, partial implementation of preemptive right system, the “notice” obligationof transfer shareholder, as well as time limit of preemptive right system, this is the mainpoint in the text.The third chapter, transfer of share. Writer attempt to solve two issues, one is thestandards of transfer of share, another is relations between the transfer of share and thecompany change of registration. These two issues are the most controversy during thepractice, need to further identified specifically by legislation. Writer deem to thestandard of transfer of share of limited liability company is the hand over of the stockrights, company change of registration make no affect of transfer of share.The fourth chapter, special issues in transfer of stock. There are some challengesduring the judicial practice. Writer analyse the Obtaining the share with goodwill,Defective share transfer, along with the under the circumstance of defective contributionof capital, the potency of the contract of transfer of share.