Research On The Limitation Of Equity Transfer Of Limited Liability Company

With the continuous development of the market economy in our country,the development characteristics of liberalization and democratization have become increasingly prominent.The revision of corporate law tends to focus on the contradiction between the liberalization of corporate governance and the restriction of equity transfer,the "deregulation and strengthening of self-control" and strengthening The conflict between market regulation,as well as the contradiction between mandatory and arbitrary provisions.The transfer of ownership of a limited liability company involves the shareholders’ rights and fundamental interests and is a common way for shareholders to exercise shareholder’s rights.But as equity flows between people,some problems that harm the interests of the company,shareholders,and creditors emerge.Based on the theory of equity transfer restriction and the actual case analysis,this paper uses the comparative research method,literature research method,empirical analysis method and hermeneutic method to determine how to restrict the scope of the transfer of the articles of association,The choice between the half-consent rule and the preemptive right rule,and how to realize the relatively free circulation of the equity on the basis of protecting the co-existence of the company.Based on the exposition of the necessity of limited liability company transfer,the specific circumstances of equity transfer,the content of equity transfer and the legitimate rights and interests of shareholders,this paper analyzes some existing problems about the transfer of equity in our country.The conflict between the human rights protection of the responsible company and the equity liquidity;the articles of association of the company stipulate a relatively wide range of restrictions on the transfer of the equity;the preferential purchase rules reasonably limit the drawbacks that the equity transfer can not overcome;the validity of the imperfection of the compulsory equity transfer contract exists The system defects and legal gaps.On the basis of the analysis of the restrictions on the transfer of equity in the United States and Japan,this paper puts forward some ways and means that our country can learn from,including the system of designated purchaser,and the restriction of internal transfer.Put forward reasonable suggestions to our country in dealing with the above problems and put forward reasonable suggestions to promote the balance of equity transfer in the balance between protection of human nature and ownership liquidity and clearly stipulate the scope of validity of articles of association of the Company in respect of restrictions onthe transfer of equity and make a reasonable choice Applicable to the majority of the agreement rules and preemptive rules,the mandatory validity of the contract for the transfer of shares need to be clearly defined by law.