A Study On The Transfer Of Equity In A Limited Liability Company Under One Spouse's Name

In practice,share transfer disputes involving the joint property of the couple are becoming more common,especially when the husband and wife acquire the equity of the limited liability company with the contribution of the joint property registered in the name of only one party(the holding spouse)The shareholder transfers the equity without the consent of his/her spouse(non-shareholding spouse),and his/her spouse claims that the equity transfer is invalid on the grounds that the shareholder transfers the joint property without his/her consent.The disputes are found to be different in judicial practice.The Supreme Court has made completely different determinations on two disputes over the unauthorized transfer of shares held by the holding spouses,which has exacerbated the confusion in the judicial practice of the local courts.When hearing such cases,the local courts mainly take “whether the equity belongs to the joint property of the spouse”,“the nature and effect of equity transfer agreement” as the disputes of the case.Since the reasons for the judgment held by the courts are different,In the end,the effectiveness of the equity transfer points to two diametrically opposite results:effective and invalid.The reasons for the judicial judgment dilemma of such disputes are as follows: first,the disputes of equity transfer are intertwined with commercial legal relations and the couple's property relations.The legal relationship and value protected by the company law and marriage law are different.Therefore,different choices for the application of the law and the different biases towards the protection value will lead to different determination results.Second,since the law does not stipulate the object of joint ownership of equity,and the definition of equity nature also lacks a substantive basis,different understandings of the nature of equity will lead to different recognition of ownership of equity.Therefore,it is biased to simply deny the common interests of non-shareholding spouses by ownership of equity.The essence of solving such disputes lies in balancing the relationship between the transfer of external equity and the property of the couple.If the joint ownership of couple's equity is equal to the "common ownership" in the property law,since the agency right of daily household affairs is not applicable to the transfer of equity,the internal property relationship of the husband and wife will affect the security of external transactions.It is feasible to adjust the joint ownership of the husband and wife's equity by means of creditor's rights,which is feasible under the current law,and can also give better consideration to the internal and external relations.Therefore,to solve such disputes,it is advisable to adopt an approach of accurately distinguishing internal and external relationships: for the external equity transfer relationship,the commercial legal rules are still used as the trial basis.In principle,one holding the shares has the right to transfer the equity freely,but the non-holding spouse's shared interests shall not be harmed.Regarding the internal property relationship between husband and wife,the non-shareholding spouse may claim the right of the joint interest of the equity to the shareholding spouse,with the provisions of the creditor's cancellation right,additional calculation system and division of the common property within marriage to achieve timely and satisfactory relief for the non-shareholding spouse.