Discussion On Restriction On Share Transfer Of The Limited Liability Company

The organization form of the limited liability company has been more than two hundred years since its appearance.It has become one of the important economic organizations in today's economic activities because of its human joining and capital integrity.The shareholding's change of the limited liability company affects the interests of the multi-stakeholder such as alienator,transferee,company,other shareholders and the third party outside the company.It has become one of the important contents of the corporation law system and important topics which always been discussed by the domestic scholars of the corporation law.The external equity transfer of the limited liability company involves many legal relationships and multiple interests.For example,the preemptive rights of the external equity transfer,the articles of association have the restrictive effectiveness for the external equity transfer,the contract's validity of the share transfer and effective standards of the share transfer and share change.Due to the current legislative deficiencies,a variety of contradictions and disputes often occurThe full thesis is divided into three parts: introduction,text and conclusion,in which the text is divided into four chapters to analyze.The first chapter puts forward the legal restrictive problems in the process of the external equity transfer according to article 72 of “Company Law” and clarifies the existing legal relations in the process of the external equity transfer according to these restrictive provisions.Then,it introduces the restrictive basis about the restrictive provisions of the external equity transfer.The second chapter introduces the problems about other shareholders' preemptive rights based on the process of the external equity transfer.It also introduces what is the preemptive right and the subject that can exercise the preemptive right.Meanwhile,it mainly analyzes the “equal condition” in the preemptive right and puts forward his personal views on the “equal condition”.In the third chapter,the author discusses the nature and effectiveness about the articles of association of the limited liability company as the theoretical basis.It expounds the problems arising from the practice of share transfer and articles that restrict share transfer.In the end,the author puts forward his own views by analyzing the effectiveness of the articles of constitution that restrict share transfer.The forth chapter firstly analyzes the effectiveness about share transfer's contract without the consent of other shareholders.On the basis of the analysis of the reasons for the shareholding change,the paper analyzes the mode and effectiveness for the shareholding change.So,our country should take this time point when the share transfer's notice arrives in the company as the time point of the shareholding change.In addition,the thesis gives some theoretical support and solutions to some problems in practice by discussing the restrictive problems in the process of the external equity transfer.