The Study Of Business Transfer System

Business transfer is a unique and important legal system on commercial law.Many countries and regions established business transfer system, such as Germany,Japan, Korea, Italy, France and Macau etc. Business transfer is a mixed contract withcomplicated content at the core of the transfer of fact relationships with economicvalue and at the aim to continue the original business.The business transfer not onlyrest on the "debt" level, but also come down to the level of business activity; not onlytransfer the ownership of property, but also transfer the "managerial authority" whichis excluded in general business activities and the fact relationships which is necessaryto continue business. In the process of business transfer, there are filled with traderelationship, the relationship of creditor’s right and debt, even the prohibitory rulesagainst competition and the relationship of contracts’ transfer.In Chinese Mainland,“business transfer” was firstly used in “Regulations ofShenzhen Special Economic Zone”. But it is a pity that, later in the process ofenterprise system change, we issued series of laws about the property rights transfer,enterprise system change and other similar systems, but up to now there are nouniform law for business transfer in our country. Incompatible with this is that, incommercial practice, the phenomenon of whole enterprise transfer becomes more andmore common, so that the current laws can meet the demand no more. Theglobalization of markets has also demanded that China need to speed up the legalsystem into the line with the international community, so we cry for a uniform law tobuild business transfer system.I use case analytic method, comparative analytic methodand law hermeneuticmethod to show the importance of business transfer, compare foreign legislation andtheory about the business tranfer system, card our country’s current rules aboutbusiness transfer. Article is divided into four chapters.Introduction of this article by analyzing two typical cases,show the urgency ofbuilding the business tranfer system.Chapter I explains the concepts of business transfers and related phrases. ChapterII analyzes the difference among the business transfer, Common Property Sales oncivil area, the Share Transfer, Merger&Acquisition and Merger of Company in orderto seek the unique of business transfer and the meaning of create the system. In Chapter III, I use comparative analytic method, case analytic method and lawhermeneutic method to present my opinion on some substantive issues, such astransfer of the trade name, obligatory right and debt, prohibitory rules againstcompetition and transfer of contracts.Chapter IV Card our country’s current rules about business transfer, and find outlegislative defects, then table some legislative proposals on build business transfersystem in our country according to actual situation.