有限责任公司股东出资转让行为论析

Analysis on Investment Transfer of Shareholders of Limited Liability Company

我国公司法第 35条沿袭传统公司立法精神 ,对有限责任公司股东向非股东的第三人转让出资设置了两项限制条件 ,其立法价值需要重估。立法中规定的全体股东过半数同意无法真正起到制约股东向第三人转让出资的作用。

Following the traditional company legislative spirit,the Article 35 of Company Low of P.R. China has settled two pieces of limiting condition to the investment transfer from shareholders of Limited Liability Company to the third party who is not shareholder of that company. The legislative value should be re-evaluated. The regulation 'more than half of the whole shareholders agree' in this low can not really restrict the investment transfer from shareholders to the third part,and other shareholders' preemption can not restrain this transfer too.