股权归一与衍生型一人公司研究法律专业论文.docxVIP

Abs Abstract 1 1 2 2 A limited liability company who transfers the possession of share maybe lead to the only one shareholder in the end. As for the contract which is due to the unified equity transfer, there are two theories - the effective theory and the invalid theory .The invalid theory proceed from protecting the transaction security and creditors equity, meanwhile, the effective theory proceed from transaction efficiency and making the use of resources maximized. The judicial precedent is always struggling with the two theories. But in the recent years, there is little controversy about the effectiveness of the contract which is led to the only one shareholder. Especially since the new Companies Acts has recognized the legality of the limited liability company. Meanwhile, the effectiveness of this kind of contract has been recognized valid. But there is always one point need to be noticed, it is the derivative company , which the new Companies Acts has not mentioned. This article starts with the derivative company which is formed because of the unified equity transfer, and then analyses the effectiveness of the contract which is formed of the unified equity transfer. In the essay, the effectiveness of this kind of contract is confirmed, and on the base of the consequence, the article probes into the derivative company which is caused because of the unified equity transfer. This paper probes into the derivative company from four aspect: First, estimate the contract which is formed because of the unified equity transfer, and then elaborate the reason; Second, the author call for the the legislative status of the derivative company should be established, and additionally elaborate the jurisprudential basis of the derivative company’s existence. Third, the disadvantages od the legislative blank of the derivative company is to be stated; Fourth, the author make a proposal to regulate the derivative company. And it is better to be dentified and adopted. There are fo