Research On The Effectiveness Of The Outbound Transfer Of Equity In Limited Liability Companies

With the development and growth of modern companies,equity has become an important legal carrier of social wealth and the circulation of equity has become more frequent,so the resulting disputes have become increasingly frequent.The effective transfer of equity can promote the circulation of wealth,and does not hinder the normal operation of the company.It does not affect the company's legal personality,property rights,and the debt and debt relationships already established by the company.It is also one of the ways for shareholders to withdraw.However,the transfer of equity involves multiple legal relationships,such as the transfer of equity between the shareholder and the third party(creditor),the legal relationship between the shareholder's right of first refusal and the right of consent between the transferee and other shareholders,and whether the third party colluded Violation of legal relationships with other shareholders.Analyzing legal relationships is key to resolving disputes and applying laws.The case selected in this article is the Supreme People's Court case,Zhongjing Industrial(Group)Co.,Ltd.v.Shanghai Electric Power Industry Co.,Ltd.and other equity transfer disputes.This article analyzes the validity of the equity transfer and the independent judgment of the effectiveness of the equity transfer contract through theoretical analysis.The legal consequences after the right,the company's articles of association use the intentional method to restrict the equity transfer analysis,whether the validity of the equity transfer agreement is subject to the restrictions of the company's articles of association,and according to the facts clarified by the first and second instance courts and the judicial practice conditions examined in this article,The theoretical point of view is combined with the focus of the dispute to form this thesis.Through case studies and theoretical analysis,this article has formed the following views:The effective rules of equity changes are not equivalent to the judgment of the effectiveness of the equity transfer contract.The effective rules of equity changes should be formed independently to meet the characteristics of equity(self-interest and public interest rights collection).The transfer contract should be judged independently;if the shareholder's preemptive right is infringed,because the shareholder's preemptive right has similar property rights to the world and is infringing,a qualified subject can claim damages by way of lawsuit or arbitration;Restrictions on transfers are arbitrary legal norms.The extent and scope of the restrictions are not consistent with judicial standards in judicial practice.It is clear that the articles of association of the company are actionable,and the general rules of civil law and contract law are used to determine the validity of the agreement.