The Research On Equity Transfer Model Of Limited Liability Company

The equity transfer of a limited liability company include equity transfer based on legal acts,as well as equity transfer caused by factual actions.The focus of this paper is on equity transfer caused by legal actions such as equity grants,equity pledges,etc.The ultimate goal pursued by the equity transfer caused by the legal acts between the actors is that the equity transferee obtains the equity and the company recognizes its qualification as a new shareholder,so that the equity transferee can exercise its shareholder rights.Although Company Law and its judicial interpretation have already made a relatively complete system design for issues related to equity transfer and shareholder qualifications,the equity transfer model of limited liability companies usually involves equity transfer contracts,internal company registration,and the modification of the records with registration authority.When the process or time node is completed,and the legal effects produced by each link are not the same,the time node in which the equity transferee actually obtains the equity and obtains the shareholder qualification is uncertain.This paper takes the equity transfer caused by legal acts of limited liability company as the research object.Starting from equity ownership and shareholder qualification,this paper analyze the connotative nature of equity ownership.Regardless of property rights theory,obligatory rights theory,membership rights theory,and independent civil rights theory,they all focus on the objective facts of the property rights and non-property rights covered by the equity.Secondly,the essential elements and formal elements of the qualifications of shareholders indicate that the shareholder's contribution and the company's recognition in the important position of the equity transfer model,also prove that the change of ownership rights does not mean that the new shareholders automatically obtain the corresponding shareholder qualifications.Regarding the model of equity transfer of limited liability companies,no matter whether it is the choice of legislative styles of various countries or the theoretical research on this issue in the academic circles,there is no consistent view at present.Due to the partial commonality between the change of equity and the change of property rights,the current model of equity transfer of limited liability company proposed by academic circles still proposes the model of meaning and the model of obligatory rights formalism with reference to the mode of property rights change.the model of obligatory rights formalism can be divided into the model of actual exercising shareholder rights,the internal registration of the company and the modification of the records with registration authority.The effectiveness of transfer in the equity of a limited liability company is multilayered.Generally speaking,the equity transfer process of a limited liability company usually includes three stages of “signing an equity transfer agreement” – “the internal registration of the company” – “the modification of the records with registration authority”,and the parties involved in the three stages are different.Therefore,the legal effects caused by the completion of each link are different,which corresponds to the three levels of the effect of equity changes.First,when the parties to the equity transfer sign the relevant agreement on the equity transfer,the agreement will have the effect of restraining the parties to the equity transfer from the time of its establishment,and according to the separation principle of the burden behavior and the disciplinary action,whether the law or the articles of association of company's the restrictive conditions are satisfied do not affect the validity of the equity transfer agreement.Secondly,the internal registration of the company is the recognition and acceptance of the shareholder qualification,but the internal registration behavior only produces antagonistic and declarative effects between the company and the shareholders,and this effect has a binding effect on the parties to the equity transfer,the company and other remaining shareholders of the company.Finally,the company will modify of the records of the company's internal shareholding structure changes and shareholder changes with registration authority,thereby generating the effectiveness against the company's external Bona fide third party in the form of public announcements,and further confirming and extending the effectiveness of the equity change facts.Based on the theory of the distinction between equity ownership and shareholder qualification,the level of effectiveness of equity transfer,and the principle of distinguishing legal behavior,by summarizing and analyzing the existing theories about the pattern of equity change,this paper proposes that the choice of equity change model of China's limited liability company needs to distinguish between the change of ownership ownership and the confirmation of shareholder qualification.Therefore,the expression of the equity transfer model should be a combination of specific time nodes or specific completion items in the above two links,that is,“satisfying the restrictive conditions for the equity transfer to the company and notifying the company”.Under the premise of satisfying the restrictive conditions for the transfer of equity,the equity change model also needs to design the procedure of “notifying the company”,including the status of the company in the equity change model,the subject of the notice and its obligations,and the notification documents.