A Research On The Acquirement Of The Equity During Equity Transfer Of Limited Liability Company

The assignor and the assignee of shareholders according to the wishes of both parties, signed a share transfer agreement, after the equity transfer agreement valid, will the assignee achieve the shares that transferred? Equity transfer dispute in recent years has been a relatively large controversial in theory, and in practice it has continued to surge in the case of a class of equity types of disputes. This is the core of this article to discuss, when the transferee have the shares. The time that transferee has the equity is generally avoided by academics, or using a word to discuss. The law does not have a defined standard theory, and in practice many disputes lead to a difficulty to unit their views. This paper will discuss the pros and cons of different acquisition period, to prove that this view is more perfect and more in line with social practice. That is when the company recognizes the two parties’ equity transfer behavior, the transferred has the equity.“Equity” as the name suggests, is the rights’ of the shareholders. Due to equity related to the interests of shareholders, the company and the third party outside the company. Because of this, equity rights form into three equity rights of publicity. First, equity to shareholders is a private right, the rights enjoyed by shareholders. When it comes to the interests of the company, the company also needed a means to vest the information to the public, so it is also a way to public by the company. Then if it related to the interests of a third party, it needs a powerful external way to the public, which exists for a third party to check. This is the third public rights: public administration. At the same time equity transfer is one mode of the changes in ownership share transfer, so the authors makes a brief introduction about the changes in ownership patterns, in order to ensure we can discuss smoothly below.When at the equity transfer outside stage, we must first look at the assignor and the assigner shareholder equity transfer contract signed by both parties. To see that if it is valid. On the basis of compliance with the Contract Law, the author regards it as valid. But we need to research the item 72 of the Company Law very carefully, meanwhile to see other circumstance that will affect the contract. Other shareholders’ commitment and priority to buy cannot make any difference of the contract, but to influence the affect of the transfer. Then though the statutes of the company can restrict the transfer of the equity, but this restrict is not of no boundary but it cannot let the transfer no longer be continued. So the item 72 of the Company Law cannot influence the transfer. If the company makes a contract with the creditor, then the conclusion will put into two situations. One is if the company doesn’t inform the shareholders of their contract, the contract is on its affect. And if the company does inform the shareholders, then the contract between the two sides has to wait the creditor to confirm.The third part focuses on to discuss when the transferee has the equity during the equity transfer outside progress. This issue has been researched on the theory and practice. When the contract has formed, the shareholders records have the transferee’s name, the register has been changed by business registration, and the assignee may obtain the shares. The author has revised the view of Professor Li Jianwei that only when obtained approval by the company can the transferee has the equity. That is one or both notify the company of the equity transfer, and after the company conforms this, the transferee will fully achieve the equity. Because when the company conform the equity transfer, it has the obligation to change the resister and the register of the industry and commerce administration department. At this time, the assignee has the internal and external effect.Finally, a brief description has been made that the problem that when the obligations and responsibilities transferred to the assignee during the equity transfer progress. For the equity is not only right, but includes the duties and responsibilities of the equity. If these obligations can be transferred and when to transfer is the main things that the author wants to discuss in this section. Hoping that through this part, a more comprehensive discussion can be made to talk about the problem of the time when the transferee has the equity during the equity transfer outside process.