When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer.
The online shop transfer contract refers to the agreement reached by the parties on the transfer of all the shares of the enterprise to which the online shop belongs. Therefore, the online shop transfer contract is essentially an equity transfer contract, which conforms to the provisions of the Company Law on the transfer of shares and assets by shareholders, the Contract Law and other mandatory provisions of laws. Therefore, such transfer contracts are legal and valid. Other types of contracts (such as online store lease contracts, etc.). ) are also legal and valid.
Taobao rules conflict with contract law, which is efficient.
In reality, physical stores legally support divorce transfer, inheritance transfer and transfer transfer transfer. After Taobao stores become virtual property, if Taobao rules continue to prohibit the transfer, it will conflict with marriage law, inheritance law and contract law (sometimes involving company law or other enterprise laws). In judicial practice, there are also court rulings on divorce, inheritance and transfer. Taobao had to modify its own rules to allow divorce and inheritance to adapt to social development and judicial progress. However, due to management costs and other considerations, Taobao did not fully open the general transfer.
Lawyer Chen Zhiqun believes that Taobao's consideration is reasonable, but Taobao rules are only part of the network service contract between Taobao and users, which belongs to the category of "contract agreement" and is a format clause unilaterally provided by Taobao (it belongs to the overlord clause, and users must "accept" whether they agree or not, otherwise they cannot use their services). Contract law is a law, and the effect of law is of course much higher than Taobao rules, so when there is a conflict between them, the contract law shall prevail.
3. Taobao rules conflict with the court decision, and the court decision is highly effective.
In judicial practice, when dealing with disputes over the transfer contract of Taobao stores, the court often finds the contract legal and valid. For example, Shanghai Jing 'an District People's Court made two precedents at the end of August, 2065438+2003, and determined that the transfer of Taobao shop was legal and effective. In the face of the court's effective judgment, Taobao has the obligation to assist in execution in accordance with the relevant provisions of the Civil Procedure Law. Therefore, when there is a dispute over the transfer contract of Taobao store, if the court decides to transfer, even if the content of the judgment conflicts with Taobao rules, Taobao must execute the judgment to cooperate with the transfer. In other words, the court's effective judgment (including ruling) is more effective than Taobao rule.
Please accept it if you are satisfied, thank you!