The Study On The Legal Aspects Of External Share Transfer In The Limited Liability Company

Since the German jurists have init iated lim ited liability company,this new fo rm of economic organization quickly gets the favor of small and medium investors,which has characteristics of human joining and capital joining,and has become the most active participates of market economy.Investors put property into a limited liability company,as a consideration,investors get the company's corresponding equity.As a new independent right,equity contains self-interest right and common-interest right,also includes property right and management right.On accounting of coexisting of inc ome and risk and company law strictly prohibit ing that shareholders fled capital from the company,equity transfer becomes an important way to avoid the loss of shareholders.However,the current Company Law has not stipulat ed the validity of outside equity transfer contract which violates the legal procedures such as "obtaining the major ity of other shareholders 'consent" and then damages other shareholders' pre-emptive rights,nor does it stipulates the effective date of the outside equity transfer,which results inconsistent views of judges in practice cases and unbalanced benefit distribution between the equity transferor,transferee and other shareholders and the company's interests.Therefore,it is important and urgent to study this problem and propos e effective suggestions.This paper includes three chapters: The first chapter mainly elaborates the meaning and relat ionship of shareholders' qualif ication,shareholders' rights and equity transfer of the limited liability company,the nature of pre-emptive rights of other shareholders,consent rights and new shares pre-emptive rights.The focus of this chapter is the principle of free transfer and restrict transfer,which is based on human joining and capit al joining of the lim ited liability company.The second chapter mainly elaborates the validity of outside equity transfer contract which damages the pre-emptive right of other shareholders.Through introducing relat ing cases,I analyze the theoretical advantages and disadvantages of the view that the contract is invalid,irrevocable and relatively effective,and then indicate the backgrounds and causes.The focus of this chapter is that I will propose perfecting suggestion.This type of contract should be ident ified as valid contract,and other shareholders become transferees by exercising pre-emptive rights.The third chapter mainly elaborates effective date of the outside equity transfer.I analyze the theoretical advantages and disadvantages of " while changing the industrial and commercial registration "," while changing the register of shareholders" and " while the transfer contract becoming effective" and then point out the backgrounds and causes.The focus of this chapter is that I will propose perfecting suggestion.After the outside transfer contract takes effect and the equity transferor delivers capital contribution certificate(which has been endorsed)to the transferee,the equity transfer comes into effect.Thus,the transferee obtains the equity from the transferor without separation.Also,it can reduce the legal disputes caused by “multiple deals of one equity”.