Analysis On The Role Of Industry And Commerce Organs In Equity Transfer Dispute

As an important form of social wealth, the value of equity has been given high attention, the embodiment of which mainly depends on equity transfer. The function and efficacy of industrial and commercial registration in equity transfer have been the focus point in both legal theory and practice systems. However, due to lack of legal provisions, limited liability companies face a lot of disputes in equity transfer, the most of which involve problems in industrial and commercial registration. In this paper, the author starts from the basic theory of the equity transfer, and summaries current situation of equity transfer dispute, analyses the features and efficacy of industry and commerce organs in equity transfer registration, equity transfer dispute, as well as functions in assisting People’s Court in compulsory execution in equity transfer, aiming to deeply analyze responsibilities of industry and commerce organs in equity transfer dispute, expecting to solve equity transfer dispute in a better way.This paper consists of six parts:The first part introduces the basic theory and current situation of equity transfer dispute. Firstly, discusses the difference between the definition of equity transfer, types, characteristics and related concepts, in which mainly introduces the four main types of equity transfer, i.e. the transfer between shareholders, the transfer of ownership to a third party shareholder equity stake in the company to repurchase as well as the enforcement of the transfer. It summarizes three main features:the binding behavior of debt and equity transfer of Property Act, the integrity, and the solemnity. It focuses on the differences and relations between equity transfer and investors transfer, equity transfer and share transfer. Secondly, it expounds the legal provisions and current situation of equity transfer. It highlights of the "Company Law" and relevant judicial interpretations of the provisions on the equity transfer, and at the meantime, it points out several categories of equity transfer disputes, namely breach of the equity transfer contract dispute, the effectiveness of the equity transfer contract disputes, shareholder disputes change of business registration, defective funded equity transfer disputes and other types of disputes.The second part discusses the legal basis of industry and commerce organs in implementing equity transfer registration. Firstly, the legal provisions of industrial and commercial registration in equity transfer. Secondly, analysis on whether or not they are the administrative licenses, and drawing to the conclusion that the industrial and commercial registration of equity change is the behavior of administrative confirmation. Finally, analysis on the equity transfer of the functions and effectiveness of industrial and commercial registration, pointing out that industrial and commercial registration of equity transfer is the counter requirement of equity transfer.The third part describes rights and responsibilities of the industry and commerce organs in equity transfer registration. Firstly, it introduces the legal provisions in the equity transfer registration of industrial and its deficiencies. Secondly, it analyses the responsibility of investigation responsibility of industry and commerce organs in equity transfer. Finally, it discusses the obligation of industry and commerce organs in equity transfer registration, including the obligation to disclose, filing obligations and publicize obligations.The fourth part analyzes responsibilities of industry and commerce organ in equity transfer dispute. It analyses the responsibility to provide evidence in lawsuits, points out that subjects responsible to provide evidence are different depending on different objects in administrative lawsuits of industrial and commercial registration. It also lists three main consequences of industry and commerce organs those cannot provide evidence.The fifth part discusses the responsibility and procedure of industry and commerce organs in assisting People’s Court in compulsory execution in equity transfer dispute. It introduces the legal basis of People’s Court in compulsory execution of equity transfer, as well as industry and commerce organs’ assistance responsibility. It sums up the basic principle and procedure of industry and commerce organs’ assistance People’s Court in compulsory execution in equity transfer. Major basis principles include the company’s capital unchanged, prohibiting the implementation of the principle of company assets, property divisible principles. The procedure of industry and commerce organs to assist People’s Court in compulsory execution in equity transfer should take responsibilities including effective legal implementing basis, taking freeze equity measures to publicize, to achieve equity price or completion of the transfer of property rights and the relevant procedures.The sixth part points out the background of reform in reducing the decentralization and industrial and commercial registration driven by the government, bringing out that industrial and commercial registration should follow the situation further and further improve the relevant laws and regulations in equity transfer.