Research On The Effects Of External Share Transfer Agreement Of Limited Company

As more Limited Liability Companies are funded and the problems in practice are increasingly complexed, we need to review and research the system of external share transfer of Co.,LTD objectively. This article applies the method of empirical analysis, from the perspectives of external transfer of share of Co.,LTD, analyzes the effect problems of external share transfer agreement. I will try to analyze the situations included infringement of preemptive right, restrictive clause of Articles of Association and delayed registration which impact on the effectiveness of share transfer agreement. This article is divided into these four parts:The first part mainly introduces the case of Jin Dao Co.,LTD and concludes the legal issues involved in this case. First, confirms the legal relationship between the shareholders of Jin Dao Co.,LTD and the third party Shang Hai Hui Pu Real Estate Co.,LTD., introduces the verdicts and reasons of sentence. Then, according to the different verdicts, concluded three legal problems of the effectiveness of external share transfer agreement during external share transfer of Jin Dao Co.,LTD.The second part analyzes the effectiveness of external share transfer agreement in terms of infringing preemptive right. First, states the general theory of preemptive right, including the concept and effectiveness of preemption and identification of infringing the preemption. Then, combined with the Jin Dao Co.,LTD external share transfer case, analyzes whether the external share transfer agreement infringes other shareholder’s preemptive rights or not and demonstrates the effectiveness of external share transfer agreement detailedly. Last, put forward the standard of identify effectiveness of external share transfer, identifies the effectiveness of external share transfer agreement during infringing the preemptive right and elaborates the legislative advice of system of the preemptive right.The third part, from the perspective of restrictive clause of Articles of Association, analyzes the effectiveness of external share transfer agreement. First, expounds the legal theory basis and the causes of conflict between freedom of share transfer and the company autonomy. Then, demonstrates the effectiveness of prohibitive clause and restrictive clause of Articles of Association, and further analyzes the influence of restrictive clause of Articles of Jin Dao Co.,LTD to the effectiveness of external share transfer abroad agreement. Last, put forward two legislative advice that figure out the boundaries of Articles of Association about external share transfer and figure out the effectiveness of external share transfer when the Articles of Association sets restrictive clause.The last part, form the perspective of delayed registration, analyzes the effectiveness of external share transfer agreement. First, demonstrates the registration system of the Limited Liability Company provided by the Corporation Law, including register of shareholders and register of industrial and commercial, and further analyzes the legal effect of registration. Then, demonstrates the effectiveness of external share transfer agreement for the two parties of agreement and Jin Dao Co.,LTD, when Jin Dao Co.,LTD has delayed the registration of sharehloder and the registration of industrial and commercial. Last, put forward the publicity method of external share transfer, identifies the effectiveness of shareholder’s register to external share transfer agreement, and proposes legal advice of legal time limit of registered items.