Study On The Legal Effect Of Rescission Of Equity Transfer Contract Of Limited Liability Company

In recent years,the transfer of shares of limited liability companies is increasingly frequent,and related disputes are also increasing.The current Company Law does not provide for the rescission of the contract of transfer of shares and its legal consequences,nor does the Civil Code set corresponding norms for this special commercial contract,in judicial practice,there are disputes over the application of law.On September 19,2016,the Supreme People’s Court issued guidance case No.67,which aroused widespread concern in the academic and practical circles about the rescission of equity transfer contracts and its legal effects.But at present,the discussion on the legal effect of rescission of contract of transfer of stock rights needs to be further deepened.This paper focuses on the integration of civil law and commercial law,based on the Company law and Civil Code between the organic contact,this paper discusses the legal effect of the rescission of the equity transfer contract of the Limited Liability Company.The first part is a brief introduction.The second part of the current relevant legal provisions of our country and retrieved civil judgments were combed,sorted out the judicial practice of the existing problems of the application of law.Not only does the Civil Code have no specific provisions on the performance and the legal effect after the termination of the contract of equity transfer,the Company Law,as a special commercial law,also does not specifically provide for legal issues other than the procedure for the transfer of shares,this lack of legislation has led local People’s Court to hold different opinions on the application of the law to the rescission of equity transfer contracts,and the phenomenon of “Different judgments in the same case” is very common.The third part analyzes the commonness and characteristics of the equity transfer contract compared with the ordinary sale contract,and puts forward the basic position of the legal effect of the termination of the equity transfer contract of the Limited Liability Company.On the one hand,the provisions of the Civil Code on the subject matter of general legal rescission should not be restricted in the context of the contract of transfer of shares;on the other hand,we should also fully consider the value of respecting the human nature of the limited liability company,maintaining the security of the commercial transaction and improving the efficiency of the commercial transaction.The fourth part focuses on the restoration of the status quo ante rules in the limited liability company under the circumstances of rescission of the transfer contract.The paper discusses the concrete application of the restoration of the original state in the light of the three stages of performance of the equity transfer contract,it is proposed that the restoration of the original situation after the termination of the contract of transfer of stock rights should be restricted by the procedures of the special law of Commercial Affairs concerning the return of stock rights and the change of ownership of stock rights,and combined with the judicial practice and the practice of the operation of equity reversal proposed that the transferee and the limited liability company have a procedural obligation to cooperate.The fifth part expounds the value compensation and the loss compensation when the equity can not be returned.Combined with the complexity of judicial practice,the equity value agreed upon at the conclusion of the contract is determined as the benchmark of value compensation.The sixth part summarizes the main points of the full text.