The Research Of Company Transfer Main Property’s Legal System

In the case of the continuous development of socialist market economy,the company’s property transfer has become a common situation in the actual operation of the company in pursuit of development and promotion of competitiveness.If the transferred property belongs to the company’s main property,it will have an important influence on the company’s operation scale,business purpose and even existence.China’s "Company Law",the 74 th article of whom stipulates "the merger,division and transfer of the main property" in the case of "shareholders will vote against the resolution of board of shareholders can request the company at a reasonable price to buy their shares",which is also the main provision about main property of company in China’s "Company law".Indicating that the transfer of the main property of the company is the condition of the unfavourable shareholder’s request for repurchase,the provision does not contain many fields,including the concept of the company’s main property,the determination of different types of companies on the main property,the company’s main property transfer resolution procedures,the transfer of the company’s main property of the resolution and so on.The situation leads to the inconformity and even diametrically opposite when dealing with the related problems in practice,and the judicial practice of our country has a certain dilemma.In addition,the 104 th article of the Company Law stipulates that the transfer and the major assets of the listed companies shall be determined by the Articles of Association of the Shareholders ’ general meeting,and article121 th stipulates that the conditions for the purchase and sale of the major assets within one year by the listed company shall be adopted by the special majority resolution.However,although the company law also uses the "main property" and "significant assets" of the expression,but did not distinguish between the two,in practice there are many times the trial organs will be mixed with the situation.Besides,the research on the main property of the company is relatively few in China,and most of them only stay in the judgment standard of setting up the main property of the company by reference to the extraterritorial law.This paper aims at the problems existing in the legal system of the transfer of the company’s main property in our country,which first proposed the judgment standard of company’s main property is to adopt "the quality or the quantity judgment way".In detail,itmeans when the company transfers the property,if the property in the total amount of the company property achieves a certain share,or the transfer will make the main business of the company’s original operation can not be achieved or the size of a substantial reduction,then it is the company’s main property.The amount of the standard is the transfer of property accounted for the total amount of 30% or more of the company’s property,the quality of the standard is the transfer of property will lead to the company’s original operation of the main cause can not be achieved.Secondly,on the issue of the decision of the company transferring the main property,the paper holds the idea that China should take the board of shareholders as the decision-making body of transfer of the main property,and the shareholders will have to adopt the special resolution to form the decision.Finally,the possible flaws in the shareholders ’ resolution of the company’s transfer of the main property and their handling,the paper holds that the possible flaws include the invalidation of resolutions caused by the resolution of the law or administrative things,forgery or alteration of the resolutions of the shareholders ’ meeting,and the violation of the notice..In cases where the shareholders ’ resolution violates the mandatory provisions of laws or administrative regulations,the transfer of the main property of the company is also void,and the assignee shall return the property to the transferee and shall be entitled to claim compensation for the loss suffered by the owner of the property as a result of the forgery or alteration of the resolution resulting from the resolution of the company’s board of shareholders.The shareholders ’ resolution of the main property belonging to the transferable company shall be based on the protection of the security of the transaction,and the transfer of the main property of the company is not affected by the cancellation of the shareholder’s resolution.