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Analysis on External Equity Transfer of Limited Liability Company

Author: LiuXiaoZuo
Tutor: LinQingGao
School: Dongbei University of Finance
Course: Economic Law
Keywords: limited liability company contract of external equity transfer preemption effect of external equity transfer
CLC: D922.291.91
Type: Master's thesis
Year: 2010
Downloads: 163
Quote: 0
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Abstract


Limited liability company with a small number of shareholders limited liability characteristics and a small number of staff member, is the world’s most used type of company. Foreign equity transfer system is an important component of the system. Limited liability company owned both co-authored and co-financing characteristics. So the transfer of its shares is subject to certain restrictions. How institutional arrangements on company law to, make the rights to protect shareholders transfer equity free, and do not destroy the basis of people together, in order to maintain normal operation of the company. Foreign equity transfer in practice produced a number of difficult problems. How to solve these problems is the question national legislators continue to think about. The share shares of foreign limited liability company in the theory and legislative practice are still not mature enough in our country. This is not compatible with the status of limited liability company in our economic life. The perfective of foreign equity transfer system is essential to limited liability company and the development of our country economy. The full text is divided six chapters besides the introduction. The author started with the stockholder’s rights theory’s elaboration, and made an introduction to the stockholder’s rights and the stockholder’s rights foreign transfer elementary theory. And after that has carried on the analysis one by one to the theory and practice of several important questions.Firstly, using the comparative analysis method, start with the concept and the nature of limited liability company and the stockholder’s rights, and analyzed rationale and legal characteristic of foreign transfer. The author thought that the stockholder’s rights are one kind of Membership right. Membership right is different from the real right, creditor’s rights; it is a kind of independent civil rights. Equity property determines the transferability of shares. Equity transfer contains claims foreign behavior and quasi real right behavior. The signing of equity transfer agreement is creditor’s rights behavior, and changes in equity stake are like accurate real right behavior. And because of limited liability company have close nature and has to protect other shareholder expectation interests, the foreign equity transfer of limited liability company is special. Its basic principles is:free as the principle,and necessary reasonable limitation as supplements, fully respect the articles of association to equity transfer limit, maintain the personal character of limited liability company,protect expectation interests of shareholders, adapt to the business model of limited company,conform to the sense of justice.On the basic of analysis the basis theory, combining with the revised company law, and relevant provisions of the foreign law provisions, around the theory and practice of the limited liability company equity transfer, made those analyses to equity transfer of several knotty problems. Specific issues mainly include four parts:The first part analyses problems of equity foreign transfer contract. Pointed out that equity transfer contract neither necessarily result in the equity transfer contract comes into neither effect nor equity ownership changes. Equity transfer effectiveness in special circumstances is according to the concrete situation. The second part analyzed related provisions in our company law. Discussed foreign transfer behavior without being consented by other shareholders, and defined the transfer behavior as revocable behavior. And pointed out partly exercises of priority general should be permitted. And finally put forward some relevant legislative Suggestions. The third part mainly analyzes the enforcement equity transfer problems, including the foreign transfer condition, the confliction with preemption, and the merger between auction law and company’s law. The fourth part mainly analyses the registration of changes problems, including registration of changes members and registration of changes of business. And put forward solution method.The last chapter is the conclusion part, and made a brief summary to the first five chapters. This paper seeks to make suggestion for the perfection of company’s law, on the foundation of analyzing the system of company of limited liability stock equity external transfer. In order to solve equity external transfer problems and make the limited liability company transfer of foreign to be much healthy.

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