The Empirical Researches On The Validity Of The Force Transfer Of Shares About The Limited Liability Corporation's Constitution

Compulsory equity transfer imposes greater restrictions on the shareholders' rights.Not only does the shareholder have no choice of space for the transfer of shares,but it is often subject to transfer.The transfer price cannot be determined on its own.The article takes the three real cases in the judicial trial practice as the entry point,summarizing the dispute focus on the compulsory stock rights transfer disputes in the limited liability company's articles of association,mainly in three aspects: first,the amendment of the initial company charter or the articles of association The terms of the mandatory shareholder must transfer the stock rights are valid;second,the company's articles of association enforce the validity of the shares transfer price clause;and third,whether the company's articles of association oblige the transfer of share purchase terms is effective.By comparing the judgments in the three cases,the different courts' attitudes on the relevant provisions of the company's articles on compulsory shares transfer and the existence of conflicting judgments were elaborated.The Jufa Cases and the Peking University Fabulous Database are used to collect all the Judicial Documents concerning the compulsory shares transfer cases of the limited liability company's articles of association since the publication of the referee documents,and they are analyzed and categorized.In practice,such cases are divided into three categories: the first category,the company's articles of association subject to employee stocks as the subject of compulsory shares transfer;the second category,the company's articles of incorporation with the job stock as the object,enforce the transfer of shares;The company's articles of incorporation with non-employee shares and job stocks are mandatory for shares transfer cases.Analyse the characteristics of different types of cases.The paper uses the collected judgment documents as first-hand data to sort out the judgments of different people's courts in various regions in practice on the mandatory transfer of shares in the company's articles of association.With the focusof the first part of the article as the scope of the parties' dispute,from the initial articles of association,the mandatory shareholders must transfer the validity of the shares clause,the amendment of the articles of association forces the shareholders to transfer the validity of the stock rights clause,the company's articles of deposit,the effect of the compulsory stock transfer repurchase clause and the company's articles' compulsory stock rights.To sort out the disputes in the four aspects of the effectiveness of the transfer price clauses and analyze the legal basis of the court decisions in practice.On the basis of the discussion of the previous three parts of the article,the article proposes the refereeing standard for the effect of mandatory transfer of shares in the limited liability company's articles of association.The amendments to the original company charter and the articles of association force the shareholders to transfer the shares clause to be binding on all shareholders;shares transfer repurchase terms are valid,but when repurchasing is implemented,the source of funds can only be the company's after-tax profits;the provisions of the company's articles of association that determine the transfer price by negotiation and the terms that determine the transfer price based on the company's net assets and shares ratio Effective;the article of the company's articles of attorney imposes a price clause for the purchase of the original price to be different for different types of shares,and is valid for similar terms of employee shares and job shares,but is invalid for other types of shares similar price clauses.At the same time,this part responds theoretically to the controversy over the validity of the relevant clauses,and gives the conclusions and reasons of the referee according to the referee criteria proposed in the first part.In short,the People's Court must focus on efficiency values,protect the interests of the company,and protect the interests of shareholders and creditors,and promote the socialist market.economic development.