职工股能否转让？
Can employee shares be transferred?
在改制企业中，大量职工以职工持股会的形式持有公司股权。部分职工将股权对外转让，受让人要求公司将自己登记为股东，公司予以拒绝，受让人即要求撤销股权转让合同或主张股权转让无效。对此种转让的性质及效力实践中争议很大。
In restructured enterprises, a large number of employees hold company equity in the form of employee stock ownership associations. Some employees transfer their equity to external parties. The transferee requests the company to register themselves as shareholders, but the company refuses. The transferee requests the cancellation of the equity transfer contract or claims that the equity transfer is invalid. The nature and effectiveness of such transfers are highly controversial in practice.
要正确解决这个争议，关键是要明确转让标的的性质。职工、职工持股会和公司之间形成的三方关系并不是委托代理关系，而应当属于信托关系。因为职工的股权已转移到职工持股会的名下，职工持股会是以自己的名义持有公司股权的，股权的受益由职工享有。
To properly resolve this dispute, the key is to clarify the nature of the transfer subject matter. The tripartite relationship formed between employees, employee shareholding associations, and the company is not a principal-agent relationship, but should belong to a trust relationship. Because the equity of employees has been transferred to the name of the employee stock ownership association, which holds the company's equity in its own name, and the benefits of the equity are enjoyed by the employees.
职工属于信托关系中的委托人，也是受益人，而职工持股会属于受托人。因此，作为登记在册的公司股东是职工持股会，而不是职工，职工不应直接作为公司的股东来确认。
Employees belong to the trustor and beneficiary in the trust relationship, while employee stock ownership belongs to the trustee. Therefore, as a registered shareholder of the company, it is the employee stock ownership association, not the employee, and the employee should not be directly recognized as a shareholder of the company.
职工所持有的，只是在职工持股会中的信托份额，所转让的只是信托份额的受益权，其效力应当按照信托受益权转让的规定予以判定。实践中把信托误认为是委托，或者以职工股不能直接登记为公司股东为由认定转让合同无效或撤销的，属于适用法律不当。
What employees hold is only the trust shares in the employee stock ownership association, and what is transferred is only the beneficial right of the trust shares. Its effectiveness should be determined in accordance with the provisions on the transfer of trust beneficial rights. In practice, mistaking a trust for a trust or determining that a transfer contract is invalid or revoked on the grounds that employee shares cannot be directly registered as shareholders of the company is inappropriate for the application of law.
干股能否转让？
Can dry shares be transferred?
山东股权公司提醒您，这是不能的。干股是一种俗称，是指不实际出资或用劳务、信用、自然人姓名、商誉等不符合《公司法》规定出资形式的要素出资，而占用公司一定比例的股份的股东。
Shandong Equity Company reminds you that this is not possible. Dry shares are a common term that refers to shareholders who do not actually contribute or use factors such as labor, credit, natural person name, goodwill, etc. that do not comply with the provisions of the Company Law, but occupy a certain proportion of the company's shares.
由于干股股东并没有按照《公司法》的要求出资验证，也没有登记在公司股东名册内，不是真正意义上的股东，也不拥有股份股权，因此不能对干股进行转让。事实上，干股是一种公司的分红协议，而不是真正的股权。
Due to the fact that the shareholders of dry shares have not verified their capital contributions in accordance with the requirements of the Company Law, nor have they been registered in the company's shareholder register, they are not true shareholders and do not own shares and equity, therefore they cannot transfer dry shares. In fact, dry shares are a type of dividend agreement for a company, rather than true equity.
That's all for the related matters regarding the transfer of employee shares and dry shares. We hope to provide you with good help. For more information, please come to our website http://www.lushangyun.com Consult!
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