A Research On The Consent Of A Limited Liability Company's Shareholders' Equity Power Ofchange

The Company Law clearly stipulates the requirements for the establishment of a limited liability company,the criteria for the establishment of a company's organizational structure and the distribution of shares,and the specific procedures for the dissolution and liquidation of the company.The Article 71 discusses the right of consent of shareholders in details which aims to clarify the relationship among the shareholders,the other shareholders and the company.Shareholders' right of consent is a barrier to the external transfer of shares of a limited liability company.It is conducive to the maintenance of the company's collaboration of human resources,the company's equity and equity structure as well as the interests of shareholders of the company.It has the actual legislation value which can not be easily replaced and repealed.However,there are some problems in the use of shareholders' right of consent.For example,the agreement with the company collaboration is not high enough and the shareholder's consent mode and voting mechanism are not perfect.Meanwhile.there are no explicit provisions on the limits stipulated in the company's articles of association,thus leading to the controversial views.The dichotomy classifies the equity transfer as two completely different but interrelated parts,namely,equity power change and equity transfer agreement.To a certain extent,the common equity transfer agreement are not the internal equity transfer and distribution of a limited liability company.Its legal effect should be judged in accordance with the specific provisions of the Contract Law,as long as the non-shareholdersand shareholders reach an agreement and meet the requirements and criteria for the establishment of the contract.Equity transfer agreement then has legal effect,and the effective date is also the establishment date.According to the relativity of the contract,the equity transfer agreement is only binding on the non-shareholders and the shareholders to be transferred,but not the company and the other shareholders of the company.The legal validity of the equity transfer agreement does not mean that the equity rights will be changed.It only provides the basic conditions for the equity transfer to be effective.The shareholder's consent right must be strictly observed,that is to say,the transfer of stock right will lead to the change of stock right and produce legal effect on the other shareholders and companies.This paper makes a thorough study and analysis of the domestic literature and materials on the shareholders' right of consent,and compares them with the foreign legislation on the shareholders' right of consent which has a good effect in practice and is more complete.At the same time,it closely combines with the domestic research situation on the shareholders' right of consent,clarifies the legislative function of shareholders' right of consent and puts forward suggestions based on the national conditions and the existing research results.Some legislative suggestions on shareholders' consent right are as follows: restores the equity transfer which should be agreed by the company,confirms that the board of shareholders is the voting subject to decide to transfer or not,determines that the voting mechanism of the right to consent is a double decision,stipulates the limits stipulated in the articles of association,increases the appointed purchaser system,and clarifies the validity of the equity transfer which violates the consent right of shareholders.