Study On The Cancellation Of The Transfer Contract Of The Limited Liability Company

The limited liability company has both the compatibility and the human nature,its share transfer still has the particularity,which shows the right of consent and preemption of other shareholders,and the stock right itself is different from the subject matter of the ordinary sale contract.The above factors determine the particularity of the transfer contract of the limited liability company.The cancellation of the contract for the transfer of equity needs to meet the three conditions of the effective establishment of the contract,the agreement or the legal termination of the contract and the existence of the termination of the contract.This article holds that the equity transfer contract which violates the restrictions on the transfer of shares should be an effective contract,and the contract should be invalid for the non bona fide assignee.As a non continuing contract,the termination of equity transfer contract is a remedy for the rights of the parties,and should have retrospective effect.After the termination of the equity transfer contract,the parties to the contract,the company and the three party will have the effect.The consequences of the dissolution of agreement shall be freely agreed by both parties,and the consequences of legal rescission should be discussed.After the cancellation of the equity transfer contract,it will inevitably involve the return of equity.When the value of the equity representative is changed,if the transferee returns the equity directly,whether it is the assignee or the transferor,it may suffer loss of interest.The more fair principle is to deal with the interests of the two parties according to the specific circumstances.In the process of restoring the original form,when the human compliance protection and the transaction security are not complete,the transaction security can be guaranteed only at the sacrifice of human nature,because the latter is a higher level of value orientation,and it can not ignore the free transfer of the stock right in order to maintain the human nature of the limited liability company.