A Study On The Double Restriction System Of The Transfer Of The Stock Rights Of The Limited Liability Company In China

The issue of equity has always been the core topic of modern enterprise system.Reasonable equity transfer rules are of great significance to protect shareholders' recovery of investment and improve the efficiency of capital operation.The transfer of stock rights of a limited liability company is different from the free transfer of stock rights of a joint stock company.The limited liability company has the dual characteristics of human integration and capital integration and the transfer of stock rights is therefore limited to some extent.In this regard,Article 71 of the current company law of China has designed three clauses which put double restriction rules on the external transfer of equity.However,due to one-sided reference and a lack of empirical analysis when designing the double restriction rules,the core provisions of the system have a certain degree of ambiguity,which has led to a long-time debate in the theoretical circle and the case of stock rights transfer disputes in judicial practice.Based on the analysis of the nature and attribution of equity and equity transfer,this paper intends to compare the legislation of equity transfer among foreign countries and regions,and confirm the value of "consent right" in combination with the traceability and current situation of China's company legislation.It will analyze the contradiction and shortage of the parallel application of "consent right" and "preemptive right",and discuss the Article 71 of the company law.In the end,the author tries to put forward some suggestions on how to improve the Dual Restriction Model of foreign equity transfer in China.It's proposed that the dual restriction model could be changed into a single restriction model.In addition,the present consent first,priority second could be changed to only the consent rule listed with the preemptive rule embedded in it so as to supplement and improve the consent rule.The paper is composed of four parts: the first part introduces the basic theory of limited company's foreign equity transfer.The second part deeply analyzes the legislation of foreign countries.The third part analyzes the lack of legislation of double restriction mode of foreign equity transfer in China,and the fourth part tries to search approaches to perfect the mode of foreign equity transfer.