企业转让制度之比较研究

企业转让是指为了一定的营业目的通过签定合同将企业作为一个有机组织体的全部财产或部分重要财产进行有偿转让的活动。它是企业的所有权在不同的市场主体之间的移转,既不同于货物买卖也不同于企业财产的转让。企业转让制度在《德国商法典》、《日本商法典》和《韩国商法典》中都有专门规定,但在《澳门商法典》中规定的更为全面,主要涉及商号、债权债务关系、竞业禁止和劳动关系内容。建立企业转让制度是市场经济的内在体现,对我国发展经济和解决就业有着重要的现实意义,同时也符合我国建立现代产权制度的要求。

A Comparative Study of the System of Business Transfer Transaction

Business transfer transaction is a kind of activity in which a business,as an organism sells all or part of its main property to others by means of contracts so as to realize certain aims. It is a transfer of business' ownership between different market entities,which differs from not only goods selling,but also the possession transference between thems. There are specific regulations about this system in Germany Commercial Code,Japan Commercial Code and Korea Commercial Code. But the system is regulated more completely in Macao Code. Its content involves business entity,obligatory right and debt,prohibitory rules against competition,labor contract as well. It is necessary to establish this system in the development of market economy. It can greatly accelerate the economic development and promote the employment in our modern society. Meanwhile,it also corresponds to the need of building the modern ownership system in China.