Research On The Validity Of Share Transfer Contract

With the development of the market economy, transfer of shares system in the limitedliability company is more and more important, it is necessary that how to maintain contracteffectiveness to protect the shareholder’s right and the bona fide third party,especially thereare existing the name of investor and the actual investor.Although the “Company law of thePeople’republic of China”(III) gived some solution,there are still exist many problems to besolved so that different area has different trial.This paper consists of five parts to discuss thevalidity of the limited liability company share transfer contract.The first part is mainly summarzing the fact of the case and the result of the trial to catchthe dispute so that writer could ready to discuss.The second part analyzes the requirement of validity,and distinguishs the eatablishmentof the contract and the execution of the contract, found the share transfer contract’srelationship with registration of shares and the right of preemption.Writer think that thevalidity of share transfer contract is isolated from them,and make a theoretical basis toconfirm the validity of share transfer contract.The third part discuss that there are the name of investor and the actual investor in thelimited liability company,understanding the legal statue of theirs and affirming theshareholder’s qualifications,using the “Company law of the People’republic of China”(III)to affirm the shareholder’s qulifications,and writer give some ideas.writer think that it is betterto affirm the shareholder’s qualification so that we can confirm the validity of the sharetransfer contract.“Company law of the People’republic of China”(III) has some stipulationsabout affirming the shareholder’s qualification to the certain degree but it is too indistinct tocontrol.there is no doult that it is hard to solve in the juridical practice.The forth part discuss the validity of the share transfer contract in dormant capitalsubscription,To protect the shareholder’s rights and the contract counterpart’s right so thatwriter discuss the name of invertor and the actual investor transfer the contract toothers,analyze the bona fide third party’s subjective state of mind.The fifth part is mainly summarizing the case and give the writer’s option about how toaffirm the validity of the limited liability company share transfer contract，we should confirm the shareholder’s qulifications and distinguish it inside and outside,and pay attention toprotect all paties’right.