Shares Transferring To Outsiders In Limited Liability Companies

Limited liability company is the integrity of capital and people combination. Capital requirements must be maintained in the capital of the company, shareholders may not be returned, can only transfer of ownership; but people combination is stressed the importance of maintaining shareholders of the trust foundation, the transfer of ownership to a certain limit. Limited liability company both person cooperation and capital characteristic, decided its equity external transfer of complex structure. And how the company law system arrangement, both the protection of shareholders’ shares transfer freely, without destroying the limited liability company person basis, maintain normal operation order, allowing the transfer of shareholders and the existing shareholders interests conflict and reach the best state of equilibrium, as legislators constantly thinking of problems. The company law standard problem of equity transfer of limited liability company. The company law provisions of other shareholders’ right, right of preemption, dissenting shareholders purchase obligation, and allows the articles of association of the company shall be agreed transfer rules. But practice about equity in the external transfer dispute has not yet ended, there are still some problems and defects, for example, the effectiveness of the external equity transfer contract, subject of exercise of the right of preemption, the conditions and part of the exercise. How to solve these problems, become a national lawmakers constantly thinking of problem. About limited liability companies in China equity external transfer of legal theory and legislation practice is not mature enough, with the limited liability company in the position in our country economic life is clearly incompatible. Therefore, to solve these problems need to be further discussion and research.This article starts from the overview of external equity transfer of limited liability company, analyze the theoretical basis of equity external transfer of limited liability company, and through the foreign relevant equity transfer point and legislation for comparative analysis, combine with the specific provisions of China’s current external equity transfer of limited liability company, analyze the possible problems in practical operation, concluded that existing legislation in regulating does not agree to the assignment of the purchase price, shareholders of compulsory purchase obligations, and preemptive right deficiencies. Finally, the external transfer of limited liability company basic question has carried on the detailed analysis. Put forward some opinions and suggestions for the equity transfer of external rule, in order to improve the limited liability company external equity transfer system. Against without the consent of more than half of other shareholders stakes in foreign transfer contract is valid, revocable said by giving the other shareholders right of revocation, the transfer of shareholder and a third person sign the validity of the equity transfer agreement by the priority right of shareholders to exercise, is more reasonable. In perfecting the system of compulsory purchase obligation, regulation of dissent shareholders to perform the obligation of compulsory purchase time, determination of equity transfer price. In perfecting the system of preemptive right, the body of the preemptive right should increase shareholders jointly designated third party. Clear the content of preemption right in the same condition. Clear the content of the preemptive right in the same conditions. Define the exercise price and the exercise period of preemptive right. Define partial exercise of preemptive right. Shareholders can’t exercise part of the right of preemption. Finally, define the relationship between the Articles of Association and the Companies Law.