Study On The Effectiveness Of The Security Of Equity Transfer In China

With the further development of the social economy and the frequent occurrence of financing by large and medium-sized enterprises,atypical guarantees such as equity transfer guarantees are widely used in practice,which has also resulted in legal disputes related to them from time to time.The newly promulgated Minutes of the National Conference on Civil and Commercial Judicial Work of the Courts(hereinafter referred to as the "Nine Civil Minutes"),the Civil Code of the People’s Republic of China(hereinafter referred to as the "Civil Code"),and the Interpretation of the Supreme People’s Court on the Application of the(hereinafter referred to as the "Interpretation of the Civil Code of the People’s Republic of China on the Application of the Security Part"),but they are all basic provisions.The guarantee of transfer of equity is more complex and worthy of study because it involves the internal relationship between the company and its shareholders and the external relationship between the company and third parties outside the company.This article takes limited liability companies as an example,combines the theoretical views of scholars and relevant cases in judicial practice,and combines the relevant legal provisions of the Ninth Civil Code,the Civil Code and the Interpretation of the Security Part of the Civil Code to conduct a more detailed analysis of the effectiveness of equity transfer guarantees.This article analyses the effectiveness of a guarantee of transfer of equity in three aspects,namely the legal relationship between the parties in a guarantee of transfer of equity,the effect of the acts of the transferor and the transferee in a guarantee of equity on the company and other shareholders,and the effect of the acts of the transferor and the transferee in a guarantee of equity on third parties other than the company and other shareholders.In particular,the legal relationship between the parties in the equity transfer and guarantee includes the determination of the validity of the equity transfer and guarantee contract,the rights and obligations between the transferee and the transferor,etc.;the effect of the acts of the transferor and the transferee in the equity transfer and guarantee on the company and other shareholders includes the confirmation of the shareholders’ qualification and the exercise of the shareholders’ rights,etc.;the effect of the acts of the transferor and the transferee in the equity transfer and guarantee on the company and other shareholders includes The effects of the acts of the transferor and the transferee in the guarantee of equity interests on third parties other than the company and its shareholders include the effects on the transferor,the transferee and the creditors of the company,and the effects on third parties of the disposal of equity interests by the transferor or the transferee.