有限责任公司股东出资转让的法律问题

A Jurisprudential Study on Shareholder's Investing Transfer in the Limited Liability Corporation

我国《公司法》虽对股东的出资转让有规定,但由于法律规定不明确,造成在具体实施时操作性不强。受有限责任公司人合兼资合性质的限制,其股东出资转让不能破坏公司的这一基础。转让权应按双重决模式行使,同时出资转让是一种要物行为,基于此,法律应对出资转让的有效性作出合理的期间规定。

Although shareholder's investment transfer is prescribed in the Corporation Law of China, there exists unclarity in the content of this regulation. Consequently, this regulation suffers from weak operability in its application. As the limited liability corporation features the merging of both personnel and capital, the shareholder's investment transfer should not damage this merging, on which the limited liability corporation is based. Therefore the right of transfer should be exercised in the mode of dual decision. As investment transfer is a real act, the law should prescribe a reasonable period for the validity of investment transfer.