Case Study On Dispute Of Ma Jia And Ma Yi V.Ruishang Company

The equity transfer system is an important item in the company law system.Equity transfer is also one of the important rights granted to shareholders by the company law.The shareholders of a limited liability company have the right to transfer equity.The equity transfer contract signed at the time of the transfer of equity shall not only comply with the formal requirements stipulated by laws and regulations,but also may not violate the provisions of the relevant laws and regulations in content,otherwise it will be determined as an invalid contract Judgment of the validity of the equity transfer contract should determine its legal nature in the first place.The legal nature of the equity transfer contract involving land use rights in the case selected in this article should be characterized as an equity transfer contract.The relevant legal provisions of the equity transfer contract should be used to determine its validity.In the equity transfer transaction involving the transfer of land use rights,there is no change in the owner of the right to the use of the land,and the right to use the land belongs to the company's property.The transfer of equity does not cause changes in the company's assets,resulting in changes in the structure of the shareholders.Changes in the company's actual controllers,thereby realizing the control of the company's assets by the new controlling shareholders,are only the consequences of the company's legal person's personality independence system,and have nothing to do with the equity transfer contract.Moreover,the shareholder's individual shareholders' rights do not include the company's The right to dispose of assets,the old and new shareholders have no legal effect on the disposal of the company's assets in the equity transfer agreement;the transfer of land use rights and equity transfer behavior is completely different in nature,can not be simply because the equity transfer agreement contains the terms of the land use rights.It is regarded as a land use rights transfer contract,and the invalid land use rights clause has no influence on the determination of the nature of the contract.As for the effectiveness of the equity transfer contract,the equity transfer agreement signed by the shareholders of the limited liability company for the transfer of the equity in the outside world will have effect between the two parties when it is established,and will satisfy the company and the company after satisfying the relevant provisions of the"Company Law." Shareholders and third parties have legal effects.However,it is necessary to make a specific analysis of whether the terms irrelevant to the transfer of stock rights and debts of the company,such as the company's creditor's rights and debts,are effective.When comprehensively considering the relevant provisions of the"Company Law" and other laws and the original intent behind the legislation,the company's creditor and debtor are informed.The right to choose to claim from the shareholders in accordance with the equity transfer agreement or to the company in accordance with legal requirements.