Research On The Change Mode Of Stock Transfer Of Chinese Limited Liability Company

The change mode of equity transfer of limited liability companies is one of the important components of the change of civil rights.The absence of the effective time node of equity change in the Company Law makes the dispute cases of equity transfer emerge in an endless stream and the phenomenon of different judgments in the same case is increasing.In this paper,the study on the change mode of rights in the external transfer of shares of limited liability companies can not only improve the relevant theories in the field of rights change of civil law,but also give certain guidance to the court in the judgment of disputes over share transfer,so as to reduce the disputes arising from the external transfer of shares of limited liability companies and alleviate the contradiction of different judgments in the same case of the external transfer of shares.It has both theoretical and practical significance.Specifically,this paper has four parts.The first part is an overview of the change of the right of the external transfer of the equity of limited liability company,aiming at clarifying the legal nature of the equity,the legal relationship of the external transfer of the equity and the elements of the change of the right of the external transfer of the equity.The second part is about the current situation of the changing mode of the right transfer of shares in limited liability companies in our country.It discusses four theoretical disputes,namely,pure meaning doctrine,modified meaning doctrine,delivery formalism and registration formalism,and compares four practical disputes,namely,the validity doctrine of share transfer contract,the validity doctrine of shareholders’ actual exercise of rights,the validity doctrine of shareholders’ register records and the validity doctrine of business registration.The author finds out the problems of the unbalanced protection of the rights and the unclear regulation of the right change in the stock transfer system of limited liability company.The third part is about the share transfer mode of foreign limited liability companies.It compares and analyzes the experience and practice of the share transfer mode of the United States,Britain,Germany and Japan,and summarizes the advanced experiences which are suitable for the construction of stock transfer system of Chinese limited liability companies.The fourth part is to establish the shareholding change mode of "the transferee pays the equity consideration + notifies the company".It believes that the company has a crucial position in the external transfer of equity.By including the company into the main body of the external transfer of equity,the rights,obligations and legitimate rights and interests of the company,shareholders and the third party can be fully protected.The consideration paid by transferee is an important part of the performance of equity transfer contract.As part of the right change mode of equity transfer of limited liability company,it is not only the requirement for realizing the purpose of equity transfer contract,but also the proper significance for maintaining stable company operating order.At the same time,it introduces the procedure of notifying the company,taking the company as one of the subjects of equity transfer abroad,giving the company an effective way to know the matters of equity transfer abroad,and making it clear that the time node of equity change is the time when the company is notified.Under the design of "transferee paying stock consideration" and "notifying company",it is expected that the change mode of stock transfer of limited liability company is more reasonable and fair.