Research On The Limitation Of Share Transfer In Limited Liability Companies

In order to prevent the arbitrary sale of shares in a limited liability company,it is of great significance to restrict the transfer of shares legally.Article 71 of the Company Law of our country stipulates this.The Judicial Interpretation of the Company Law(4)further perfects the restriction rules on the transfer of shares and gives details to the rights of other shareholders of the company to obtain the transfer shares prior to those outside the company.Regulations.However,in practice,there are contradictions in the application of the second and third paragraphs of Article 71 of the Company Law.When other shareholders agree to transfer their shares to other people outside the company according to the second paragraph,how can they obtain the shares according to the provisions of the third paragraph by exercising their rights prior to those of outside third parties? At the same time,if other shareholders want to take precedence over the outside third party to acquire the transferred shares,they should meet the same conditions,which will also lead to difficulties in judging.Article 71,paragraph 4,concerning the provisions of the company's articles of association,has no definite standards in practice,which not only requires judges to be very high,but also is not conducive to the formation of a long-term mechanism for the circulation of equity capital and the stable operation of the company.The reason for these problems lies in the fact that legislators tend to focus on the protection of legal interests on the company side,focusing only on the closeness and human compatibility of limited liability companies,while ignoring the logical sequence of rules.By analyzing the current situation and existing problems of the restrictions on the transfer of shares in China,this paper studies the relevant provisions of other countries,adjusts and improves the legal provisions,removes the right of shareholders to acquire shares which is prior to the external third party alone,and directly integrates the right into the rules of voting consent or disagreement and willingness or unwillingness to purchase shares,that is,the shareholders who sell shares are in the market.After notifying other shareholders,other shareholders have the right to purchase the shares in priority before the reply period expires.In addition,starting from the rationality and legitimacy of the restrictions on the transfer of shares to the outside world stipulated in the articles of association,after coordinating the interests of the transferor,the company,other shareholders and the transferee,the binding force of the restrictions on the transfer of shareholders and equity is determined.Through the discussion in this paper,the author hopes to provide reference for the revision and practical operation of this law.