The Study Of Chinese Legal System Of Class Stock

The system of class stock is stipulated in many foreign countries, because it has very important value and significance in the active capital market, meeting the different risk preferences of investors, and constructing flexible ownership structure. However, China’s company law is not on the provisions of the category of the system of shares, the theory is not a lot of discussion, the practice of the system of class stock is very rare. Therefore, it is necessary for our country to establish the system of class stock in the company law, and to create a good legal environment for the class stock system in our country.This paper first introduces the definition and the system function of the class stock. Category index is in the distribution of profits, the distribution of surplus property, the right to vote, board of election exist different contents of rights and obligations, equity content of the same is stock of the same stock, with different contents of equity is different classes of stock. Compared with ordinary stock, the stock content has increased or decreased. Class stock have important institutional functions, the company is concerned, the expansion of the company to raise capital channels, you can prevent a hostile takeover. For shareholders, to meet the investment needs of investors not to risk appetite.After a brief introduction to the basic content of the class stock, the paper analyzes the legal theory foundation of the stock system. In terms of the nature of class stocks, the system of the class stock shall not be subject to the mandatory provisions of the civil law. In terms of the relationship between the types of stock and the stock of the principle of equality, the principle of equity is not only for the same kind of other stock, but for all the stock issued by the company, stock of the principle of equality of the contents of the stock system. In relation to the relationship between the class stock and the company’s articles of association, the class stock system belongs to the items that should be recorded in the articles of association. Therefore, the company law shall be entitled to the extent that the company’s articles of association shall be subject to the provisions of the company law.Transfer and change of the stock is an important part of the introduction of the system of class stock, the class of stock through the transfer of stock of shareholders to withdraw from the company, but the transfer of stock of the class stock need to follow the statutory procedures and principles, and shall not affect the normal operation and development of the company. The change of the class stock is very easy to make the category of the shareholders at a disadvantage, resulting in unfair between the shareholders, so the change of category right also need to follow the statutory procedures.At last, the paper introduces the legislation practice of the major developed countries, which provides reference for the legislation of our country. On this basis, this paper discusses the two kinds of legislative modes of foreign countries, one is the free legislative mode of common law system, the legal system of civil law. In view of our country is still in the initial stage of the class stock market, the market is not very mature, so it is recommended that we use the legal system of civil law. At last, the author discusses the types and contents of our country’s category. The author mainly designs the system from two aspects, the general provisions and special provisions, and constructs the corresponding supporting measures.