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The Study On Legal Issues Concerning Limited Liability Company For Equity Transfer

Posted on:2013-03-27Degree:MasterType:Thesis
Country:ChinaCandidate:L DingFull Text:PDF
GTID:2296330362964440Subject:Law
Abstract/Summary:PDF Full Text Request
Equity transfer dispute cases in recent years have become a main type of commercialcases. But our company law and the provisions of the relevant judicial explanations are notmature.Similar cases draw different verdicts in judicial practices. The author will chose theproblems which have largest disagreement in theory as the focus of this paper. By using thewriting pattern of combining the legal theory and the judicial practice,the author attempt toachieve the purpose of two aspects,one is combing theoretical disputes and widenning oursight from guiding ideology.another is summarizing the practical experiences and absorbingits value.The first part of the content is about the relationship of the equity transfer registrationand the effectiveness of the contract. First of all, I start from the relevant regulations of "TheCampany Law"and the theory of disputed points, demonstrating the differences between heeffectiveness of equity ownership transfer and the effectiveness of the contract. Secondly, Icomb the relationship between the equity transfer registration of change and equity transfercontract from the association of equity external transferring registration and the change ofownership and the association of equity internal transferring registration and the change ofownership.After analysis, I think registration only have a range of effectiveness againsting athird party,whether internal or external registration will not become the symbol of equitychanges, and then put forward the view that delivering should be the standard whether equityhave change or not.In practice there are different doctrines about the influence of defective capitalcontribution on the effectiveness of the equity transferation.The effectiveness of the defectiveequity tranferring contract determines how to undertake the follow-up responsibility.So thesecond chapter basically flaws the problems the effectiveness of the equity transfercontract.In the first part, first of all, the contract shall be valid even if there is defectivecapital contribution in the equity transfer. No matter from the current company law and theprovisions of the relevant legal interpretations to foreign legislation, although shareholders will take a series of responsibility as defective capital contribution,no law have make a denythe contributor’s status as the shareholder. In contrast,the contributor will not take theresponsibility for the company or stakeholders without the status as the shareholder.Therefore,the author thinks that as long as there is not a "Ex-rights program", the contributor shouldhave the qualification,and his external transfer of its equity shall obtain legal effect. Secondly,the meaning of the parties on the effect of defects equity transfer contract shall be dividedinto three cases if there is fraud, major misunderstandings or unconscious.We would alsoconsider the responsibility in the free equity transfer commitment.Accordingly, I believe thatthe meaning of the parties in Case I does not have an impact on the defective equity transfercontract and the two equity transfer agreements are effective.In the third part, the author discusses the flaws equity transfer contract in equity, theassignee has been altered to register again the assignment of the effectiveness of the laws ofthis behavior of the equity problem. I draw the right disposition of property law theory, ofequity the assignee the right disposition of the people of the equity out of the original equity,the validity of the contract of the transfer depends on the attitude of the original equitytransferor, whether to ratify or whether carried out after authorization.
Keywords/Search Tags:Equity transfer, Registration of equity change, Defective equity
PDF Full Text Request
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