试析股权转让行为之效力

我国公司法律制度的缺失以及相关理论的简陋使得公司股权转让纠纷成为了司法实践的难点。有限责任公司股东未经全体股东过半数同意向非股东转让股权行为的效力问题就是其中一例。本文采用“效力未定说”对上述股权转让行为加以理论和实例分析。

Research on the Effect of a Shareholder's Transfering His Share of Capital Contribution

Imperfect institutions and simple theory of the company law nowadays in China result in the difficulty in dealing with the cases involving transfer of shares. According to the law, transfer of his share of capital contribution by a shareholder to anyone other than another shareholder is subject to consent by a majority of all the shareholders; shareholders who do not consent to the transfer shall purchase the share of capital contribution to be assigned, and failure by those shareholders to make such purchase is deemed to be their consent to the assignment. The author adopts the theory of uncertainty of effect of assignment to analyse the issue theoretically and practically.