Research On Equity Transfer Issues Of Limited Liabilities Companies

Enterprise to adapt to changes in the development of economic situation, seeklong-term development, maximize shareholder in order to obtain the economicbenefits of the exploring course of a variety of ways, one of the most common is theequity transfer. But due to the limited liability company has a close and closed-loopcharacteristics, has a "soul of company system," said the principle of free transfer ofequity is limited by a certain extent in the exercise. At the same time, because of thelimited liability company shares transfer behavior involves internal shareholders,between shareholders and company between, between shareholders and stakeholders,and between company and stakeholders to the complicated relationship betweendifferent subjects, such as, it has been one of the hot spot of academia and practicecircle to explore.This article is divided into four parts, through the analysis of company law andrelevant judicial interpretations, especially the four company law judicialinterpretation (draft) to the related responsibility company after stock transfer rules,clear the system gradually, researching the several problems of law cannot solve,depth analysis may be the cause of the above, draw two big legal system under thesystem of three different good practice on specific issues to be perfectThe first part of the equity transfer to overview of the issues. First brieflyintroduces the concept of equity transfer, the academia, there are four different pointsof view in this respect: ownership, creditor’s rights, the right of membership andindependent civil rights, therefore, the nature of equity transfer also have differentopinions, according to a certain analysis of transfer is a kind of behavior in thenature of creditor’s rights. Second, the equity transfer behavior characteristics ofparsing. Finally, on the behavior of exercise condition has carried on the substantiveand procedural classified and discussed.Equity transfer behavior most is based on both sides agree to the agreement, but in recent years due to inheritance, husband and wife property division, the companystock repurchase of the agreement of assignment of the situation is increasingly,therefore, in the second part is the inheritance and repurchase shares of two kinds ofthe equity transfer agreement of the concept, the phenomenon of Chinese andforeign legislation, problems guide-subject.Enacted after2005years of the company law of the People’s Republic of China(hereinafter referred to as the "company law") in its article seventy-two only on thebehavior of equity transfer of limited liability company brief, although there arethree subsequent judicial interpretation and the four company law judicialinterpretation (draft) to be part of the correction. But throughout all the articles arestill small and the rules of the practice of guidance. Through careful study of thecompany law and four judicial interpretation of the relevant provisions, academiaand practice of the recent research focus is mainly focused on the share transferrestrictions, both inside and outside shareholders on issues such as the use of equitytransfer to evade legal responsibility, but for such as how to determine the equitytransfer price and shareholder’s preemptive right vulnerabilities and flaws in theequity transfer of civil responsibility to establish and how to avoid the problems suchas minority shareholders’ rights and interests are harmed by equity transfer, thecompany law, there is no clear rules. The third part of this paper has summarized ofthe above several problems and its causes were analyzed.Through to our country the current company stock transfer phenomenon, theanalysis of existing problems, in two big legal systems at home and abroad forreference, the equity transfer of limited liability company under the system of threeaspects of the regulations, combined with the actual situation in China in the fourthpart of the above four issues put forward their own perfect Suggestions.