浅析股权转让的制约因素

Preliminary Analysis of Restricted Factors in Stock Ownership Transfer

股权是公司这种现代企业组织形式中不可缺少的一项内容 ,股权转让 ,作为股权受让人 ,其投资目的是为了获得股权 ,但股权转让能否交易成功 ?受让人能否取得该股权 ?一方面受到转让客体有无权利瑕疵、转让主体和价格等实体性因素的制约 ,另一方面受到修改公司章程、变更工商登记和股东名册等程序性因素的制约 ,同时 ,还受到理论与实践悖论的制约。本文就股权转让的制约因素作一点粗浅的探讨 ,以期对完善我国公司法律制度有所裨益。

The stock ownership is an essential part in the form of modern enterprises of corporations. In the course of stock ownership transfer, the investment purpose of transferees is to obtain the stock ownership, but the trade of this kind can be successful? Can the transferees literally obtain the stock ownership or not? On the one hand, this is restricted by the factor of the transfer object that whether has the right flaw or not and by the factor of the transfer subject and prices. On the other hand, this is also restricted by the procedural factors, such as the amendment of the company by-laws, the change of industrial and commercial registration and shareholders’ register. At the same time, this is again restricted by the paradox in theory and practice. This article is to deal with the restricted factors of stock ownership transfer with a view to perfecting and benefiting corporate legal system of china.