On The Acquisition Of Shareholders' Qualification In The Transfer Of Equity In Limited Liability Companies

Equity transfer includes the two steps of the change of equity ownership and the acquisition of shareholder qualifications.The change in ownership of equity is a reflection of the property property of the equity.The specific transfer of equity between the transferor and the transferee is the result of the performance of the equity transfer contract;the acquisition of the shareholder qualification is based on the company's transfer of equity and the transfer of equity.The core of “identifying shareholders” as the “identity holder” is to enjoy the equity.On the one hand,the equity represents the qualifications and status of the shareholders.On the other hand,the shareholders of a limited liability company are free to transfer the equity is also the meaning of their freedom of disciplinary rights.Equity transfer will inevitably lead to changes in equity.In practice,different standards for confirmation of changes in shareholdings are also one of the important factors leading to disputes in equity.What is the relationship between these words? Why write these words at the beginning? Each sentence in the paper is purposeful.After the transfer of equity,the company should change the register of shareholders and business registration.This is clearly stipulated in the “Company Law” in China.However,when exactly is the timing of equity changes,or when it can be confirmed that the transferee has obtained the qualifications of shareholders,The "Company Law" did not give a clear standard,and therefore it became the source of the dispute,making the discussion on this issue even more important.This article is based on the definition and clarification of the basic concepts,combined with case analysis,and always guided by changes in ownership logic in equity research.By distinguishing between ownership of equity and shareholder qualifications,it clarifies the relationship between changes in shareholdings and shareholder rights and shareholder qualifications,clarifies that equity is a new type of independent civil rights,equity and shareholder qualifications cannot be equalized,and equity transfer must be an overall transfer,transfer of some powers It cannot be called equity transfer.The right to gain equity only obtained through the equity transfer agreement should also be distinguished from the change in equity.Equity has both human and property properties.From the perspective of its property,it is possible to construct a system of equity changes with reference to the mode of change ofproperty rights.The equity transfer contract essentially belongs to the sale and purchase contract.The effectiveness of the equity transfer contract cannot directly lead to the result of the equity change.The realization of changes in equity needs to be publicized.In principle,changes should be made to take into account the changes in the register of shareholders as an effective element,and changes in the industrial and commercial registration as the countermeasures against changes in the equity requirements.The equity transfer agreement only involves the transfer of rights between the transferor and the assignee,but the change of equity means that the transferee obtains the equity and can exercise the rights to the company.It will inevitably involve the interests of the company's creditors and other third parties.It is no longer just the relationship between the parties to the agreement.Therefore,for the discussion of this issue,we should fully consider the characteristics of commercial transactions on the premise of respecting the autonomy of the parties and seek to resolve the balance of interests of the dispute.