Thesis On The Parallel Mode Of The External Transfer Of Equity Of The Limited Liability Company

Our country adopts a particular method in the restriction on the external transfer of equity, which is adopting both a consent right and preemptive right of the shareholders of a limited liability company. Such mode has been critical for years. This article uses related instance of legislation as reference to analyze the differences and similarities among the three modes and based on the above analysis, responding to the main criticism in order to justify the parallel mode. This article synthesizes the current main opinions of reform and analyzes on their feasibilities. Accordingly, the authors thinks it lack enough grounds to amend the articles of the legislation in order to abolish the parallel mode but to insist the parallel mode and perfect it by adding related assisting procedure.This article is grounded on the current parallel mode of external transfer of equity, individually figuring out the effect of each phase of the transfer of equity. Focused on the particular two-level structure of the consent right and the preemptive right, based on the dichotomy theory of equity in the continental legal system and referring to the case law in the common law legal system, considering the jus fruendi aut fructus trust and voting rights trust, combining with the dichotomy and parallel mode of equity to distinguish the layer of effect of the transfer of equity of the limited liability company: via the procedure of consent right, the transferee obtain the self-benefit right; and only via the preemptive right system, the co-benefit right of the equity can be obtained, thus the unique value of parallel mode is revealed. The last part of this article is to test the justification of the design of distinguishing the layer of effect and review the estoppel of the company.