| The stock rights is a kind of unique and comprehensive civil rights, which is different from the real right and creditor’s rights of property rights, such as special properties. In addition to protecting the rights and interests of both sides of the transfer of stock rights, the establishment of the transfer of stock rights system still needs to guarantee the legal interests of the company’s and the influence of the transfer of stock rights on the company.At present, the legal science scholar of the company to the company hold different point of view on what kind of legal status of the company in the the transfer of stock rights or what kind of rights and obligations the company should have. Most of scholars believe that the transfer of stock rights is their business, the company should not be too much involved, and according to the agreement made by the transferor and transferee, according to the requirements of the Laws and regulations, the company only need to perform the duty of the corresponding change(record) registration and issuing the capital contribution certificate, etc. Although less scholars think the transfer of stock rights also affects the interests of the company, but they also assist that the transfer of stock rights is their business. In the view that the legal science scholar of the company has different views of the features of the transfer of stock rights, the legislature pay less attention to the legal status of the company in the transfer of stock rights, and to a certain extent, which makes it more difficult that the judicial apparatus deals with the disputes of the transfer of stock rights, such as the original shareholder protection problem in the "equity stolen", preemptive right of shareholders’ consent in security issues. The author thinks that, the transfer of stock rights is not only affects the transfer of the rights and interests of both sides, also affects the interests of the company. The current "company law" systematically shares transfer system is established, and the equity transfer the rights and obligations of the company to make the rules. But it is controversial in practice play a proper role in? Current stock transfer system can effectively solve the dispute? In the framework of the limited liability company stock rights transfer, to more comprehensive safeguard the rights and interests of the parties, clear such disputes legal standards applicable to, the author from legislation and academic theory and practice fields launches the analysis, prominent company in the transfer of ownership of legal status, clear company in the equity transfer of rights and obligations, and as much as possible for consummating transfer of shares system, reduce practical controversy put forward reasonable suggestions.This paper is divided into three parts: introduction, body and conclusion. The main body is divided into four parts.The first part mainly introduces the basic condition of the limited liability company shares transfer and the relationship between equity transfer and the company. Through the specific meaning of equity and equity transfer, properties and classification analysis, grooming, and in understanding the equity transfer basic theory based on, in-depth study of contact between the company and the transfer of equity, and the transfer of shares in the company to occupy a certain legal status, and enjoy certain rights and obligations.The second part from the perspective of legal theory and legislation, the company the rights and obligations in the equity transfer were discussed and analyzed. First of all, the author from autonomous theory of company law, company trust law theory and corporate law theory three aspects to discuss respectively, determine the company in the equity transfer enjoys the legitimacy of law status, rationality, and use it as a support for the theoretical basis of the main theme of the paper. In addition, the sort of company law system in the transfer of ownership of bear the obligations and rights and in the company clearly in the equity transfer enjoys certain rights and obligations at the same time. It is pointed out that legislative defects, and this calls attention to the legal status of the company in the transfer of ownership.The third part talks about the rights and duties of the company having in the transfer of stock rights in practice. Through huge amounts of cases relating to the disputes arising from the transfer of stock rights which we searched and collected. We found that some of the disputes persistent and can not be easily solved, such as the protection of the original shareholder’s interests in equity to resell, the security of consent right in shareholder’s rights of first refusal and questions regarding to the companies taking the initiative to the transferees in share repurchasing The writer tries to suggest giving the corresponding rights and duties accordingly in the transfer of stock rights to solve the problems, highlight the status of the companies in the transfer of stock rights by showing the results of it, and also provide new thoughts to perfect the legislation of the transfer of stock rights.The fourth part will analyze and discuss about the typical legal issues and the problems in the transfer of stock rights system in laws, to provide solutions from several aspects on the basis of what we discussed before on such issues, like: the analysis of legislations, the research on legal theories, the practice of solutions to disputes, and so on. On one side, we advice to encourage people to attach importance to the special legislative status of companies in the transfer of stock rights to clear the boundary as otherwise stated in the company’s articles of association on company the transfer of stock rights from the principled level. On the other side, we give effective and sensible solutions targeted to the problems presented from legislation imperfection and practical cases in order to let the companies play their roles in the transfer of stock rights. |
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