| With the economic take-off of China, the new business rules and patterns emerge constantly. The Company Law also experiences ups and downs and gets a greater development. In the field of company equity research, the main research direction is the equity issues of the limited liability companies. There are two reasons : one is the regulations of the limited liability companies are not perfect, and more problems need discussing.The other is people think the equity problem is clear, and need not to be given too much attention. However, the reality is, the related equity regulations of limited liability companies are really necessary to be improved, while the view that equity issues are clear is not agreeable. The reason is very simple, in the Company Law, the quoted companies do not have objections about the clear equity regulations,yet the listed companies take over the smaller proportion.The equity problems of the companies which occupy the larger share still need to be clarified. The purpose of the paper is to Investigate the changes in equity issues from the perspective of the limited liability companies.This paper is divided into seven chapters to study the ownership changes in equity.Chapter 2 mainly expounds basic related theories. First,it is the stock right issues,which study the beneficial rights and procedural rights of classification, and demonstrate the independent nature of the equity rights. Second, it talks about the test of changes in stock right from the perspectives of dynamic change, equity acquisition,changes and destruction. It discusses the four principles of changes in stock right that are private law autonomy, limited equity transfer, information disclosure,efficiency and fair,etc. It is to investigate the requirements of changes in equity from two aspects of substance and form.Chapter 3 proves the characteristics of changes in stock right from four aspects,which are the nature of the behavior subject, the legal behavior nature,the form of behavior and the relationship of each other, and the behavior structure.It analyses the legal facts of stock right changes from the aspects of the legal act and factual act.The legal acts include equity grant,stock right transfer,withdraw share,corporate merger, division, capital increase,capital reduction,etc.The factual behaviors are inheritance, dissolution of marriage, equity compulsory execution, etc.Chapter 4 focuses on equity change patterns. This paper agrees that there are three kinds of changes in equity mode.They are creditor’s rights,the formalism of real rights and the formalism of creditor’s rights.There are both advantages and disadvantages in the first two modes,and it has larger controversy in academic fields and reality.For the creditor’s rights formalism mode, it is recommended to adopt in this paper because of its clear motivations,complete elements and secure transactions.At the same time, it also examines the effect of changes in stock right.Chapter 5 is mainly about the analysis for the limitation of equity transfer and it can be divided into the statutory limit and prescribed limit. The legal limit is the limitation of law for the equity transfer, mainly involved in the company law, the securities law and other laws and regulations systems. There are two ways in prescribed limits: one is the articles of association,and the other is the resolution of the shareholders’ general meeting.The articles of association are acknowledged. For the constitution of the equity transfer limit, listed companies and non-listed public companies should be strictly restricted to the articles of association of the companies’ shares transfer.For the Non-public joint-stock companies, they should be allowed to limit to the articles of association of the companies’ equity transfer.Chapter 6 suggests that China should improve and perfect the equity change system from the aspects of the stock registration system,the restricted stock transfer system and the system of the right to repurchase the objection. |
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