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Restrictions on Share Transfer of Limited Liability Company

Author: ZhangYiChi
Tutor: ZhangXueZhe
School: China University of Political Science
Course: Comparative Law
Keywords: Limited liability company Equity transfer Equity transfer restrictions Consent Right of First Refusal
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 86
Quote: 0
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Abstract


Limited liability company, with its lower threshold for the establishment of a relatively flexible organizational structure, since is creating, in countries including China gradually developed into an extremely popular form of business organization. With the diversification of forms of investment and capital flows have become more frequent, so that large numbers of the equity transfer of a limited liability company in China, in particular, the problem of protocol equity transfer. After 2005, China's \The existing provisions of the Companies Act, there are still some deficiencies in logic and operability. In this paper, the current section 72 of the Companies Act basis to sort out the basic theory of the equity transfer, combined with the relevant legislation of other parts of the countries and regions in the transfer agreement, try the transfer of a limited liability company equity transfer agreement some with the operability of the proposed restrictions. The paper is divided into four parts: the first chapter the basic theory of the equity transfer. First, we discuss the concept of equity, clear equity is different from the traditional property rights, claims and rights of the person and the new independent civil rights. Secondly, it is clear the concept of equity transfer, and discusses co-owned together with people of limited liability company faced in the design of the equity transfer system, the rule of law and self-government as well as fairness and efficiency value conflict, clearly a reasonable willing people to obey the equity transfer The system shall achieve the greatest balance between the value. The second chapter, the equity internal transfer specification. First, enumerated some of the major countries and regions such equity transfer restrictions within the legislation. Secondly, comment on China's the equity internal transfer mode from the absolute freedom to the Articles of the legislation of the autonomous mode select, demonstration of this stage there is still a need to pass legislation to set arbitrary norms, some guidance on the establishment of the relevant provisions of the Articles of Association. Principle of equality angle and thus protect the company, \Finally, explore the attitude of China's the equity internal transfer due to one-man company should be legislation. The third chapter discusses the equity external transfer. Which focuses on equity external transfers consent regime and the shareholders' pre-emptive rights regime. First, the legislation listed some of the major countries and regions. Agreed with the main concentration of academic controversy, voting rules, presumed to agree to the application of the system as well as the transfer of the consent regime relief as the starting point to discuss the consent of the existing equity transfer system, and to put forward legislative proposals. On the concept of pre-emptive rights of the shareholders, the nature of the theoretical basis, and from exercising subjects the same conditions to determine, in part to exercise pre-emptive rights exercise period, the exercise of the right of first refusal. Chapter limited liability company equity transfer restriction system design recommendations from the internal transfer of a limited liability company equity and external transfer angle comprehensive description of the equity transfer system, a number of legislative proposals.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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