Research On Legal Issues Of Family Trusts Established By Listed Company Shares

In the 40 years of economic reform and opening,many successful family businesses have emerged.They accumulated a huge family fortune,and operating assets such as equity and stock became an important carrier of family fortune.With the aging of the first generation of entrepreneurs,how to inherit the huge family fortune has become an urgent problem.Family business owners not only hope that their family assets can continue to increase in value,but also hope that they want to remain in control and effectively manage their family business in the inheritance.Family trust,a unique civil legal system,has become their realistic choice.However,in China,the establishment of trust with equity is faced with many difficulties,such as registration and taxation challenges for equity trusts.Especially,the establishment of trust with shares of listed companies will also face special obstacles from the regulatory level.On the one hand,the establishment of family trust with shares of listed companies faces the negative evaluation of the law;on the other hand,the trust,a unique civil legal system,cannot be applied.Accordingly,this paper gives suggestions by exploring the legislative and judicial issues.The first part analyzes the present situation of family trust of listed companies in China and clarifies the connotation of family trust and family trust of listed companies,and the value of this system.The second part focuses on the feasibility of setting up family trust with shares of listed companies under the existing system,and the practice of business owners in the absence of institutional supply: "fund trust +SPV" model,which leads to the existing problems in China.The third part analyzes in detail the difficulties encountered in the field of trust law and securities law in the process of setting up family trust with shares of listed companies.For example,in the field of trust,the imperfect legal system of trust registration leads to unclear content of property registration and unreasonable registration effect mode,the lack of legal system of trust tax leads to double taxation and tax loss,the non-transaction transfer in the field of securities law cannot be realized,and the conflict between trust confidentiality obligation and securities information disclosure,etc.The fourth section,based on the various challenges of family trusts of shares of listed companies in China and the reasons arising,combined with overseas legislative experience,the author puts forward his own improvement suggestions in three aspects of trust registration system,trust tax system and exploration under securities supervision: First,based on the duality of trust registration,it is important to clarify that the content of trust registration is property rights as well as trust legal relationships,and to adopt a decentralized registration model while reconciling the disconnect between property privacy and registration effectiveness.The second is to adopt the principle of trust conduit theory as the mainstay and trust entity theory as the supplement in trust taxation,establish taxpayers,avoid double taxation,and take the principle of generative taxation to avoid the loss of tax revenue.Thirdly,in the exploration of securities supervision,the transfer of shares of listed companies is only a formal transfer,the principle of non-transaction transfer is established,and whether the owners of listed companies retain the control right is the standard,and there is no obligation of mandatory information disclosure under the condition of retaining the corporate governance power.