Research On Company Involvement In Equity Transfer Of Limited Company

The change of equity in limited liability companies involves multiple stakeholders,and has become an important content in the company law system.In order to maintain the human integrity of limited companies,there are restrictive provisions on the transfer of equity in limited companies in the company laws of various countries.The legislative provisions on equity transfer in China generally present a legislative tendency of blurring the dominant position of companies and ignoring their intentions.The restrictive measures for equity transfer in limited companies,whether they are "other shareholders’ preemptive rights rules","consent rights rules",or the company’s articles of association restricting equity transfer rules,have not played their due role.This approach is inconsistent with the theory of company law and is difficult to solve the problem of frequent equity transfer disputes in practice.Overall,neither legislation nor theoretical research fully recognizes the important position of companies in equity transfer,and the issue of companies’ involvement in equity transfer has not received due attention.In fact,the personal right attribute of equity is the fundamental reason for companies to intervene in equity transfer.Based on the membership attribute of equity,equity transfer in fact inevitably involves changes in the company’s equity structure that affect the realization of the company’s interests.Therefore,on the issue of equity transfer,we cannot treat equity as a purely property right,but should fully recognize and respect the personal rights attribute of equity.Allowing companies to intervene in equity transfer is conducive to strengthening the relationship between shareholders and the relationship between companies and shareholders in equity transfer.In addition,at present,as a legal entity,the independent interests enjoyed by companies have been affected in equity transfer,but there is no substantive way to intervene.Allowing companies to intervene in equity transfer is the implementation and adherence to the corporate theory.At the same time,the autonomy enjoyed by a company as an autonomous organization and its obligations to relevant entities also provide a legitimate basis for the company to intervene in the transfer of equity.The company’s intervention is a respect and recognition of the nature of the company’s autonomous organization.Finally,the protection of the human integrity of limited companies under current legislation is superficial.After analyzing practical cases of equity disputes,it is not difficult to find that many disputes do not arise directly from the conflict of interests between the company and its shareholders resulting from the transfer of equity,but the neglect of the dominant position of the company is often the internal cause of equity disputes,Or many common disputes can be avoided by allowing companies to intervene in the equity transfer process.In summary,this article will review China’s equity transfer restriction rules from the perspective of corporate interest protection,and introduce the company intervention system in limited company equity transfer to protect corporate interests in equity transfer and promote the reduction of complex equity disputes.Based on the summary and analysis of judicial practice cases and the understanding and application of basic theories of company law,the board of directors is the competent authority to intervene in equity transfer on behalf of the company.When shareholders transfer equity,the board of directors should perform the notification obligation on behalf of the company,and the board of directors should review the equity transfer behavior.In order to ensure the effective intervention of the company,it is also necessary to clarify the legal effect of the company’s intervention,that is,to form the equity change model after the company’s intervention,and to take the company review as the effective condition for the equity change.At the same time,it is also necessary to improve the supervision mechanism for exercising the review power of the board of directors on the issue of equity transfer by referring to rules such as the diligent obligations of directors.