A Study On Legal Issues Of Inheritance Of Shareholder's Rights In The Limited Liability Company

Equity succession has always been a focus of controversy in company law theory and judicial practice. Although China's new Company Law was provided for this focus issue, due to the more general provisions, the revolution of many specific problems has not been given a clear basis. Therefore, all the differences on this issue still exist.In this thesis, the options succession is gradually studied in-depth, adopting the research methods from theory to practice and abstract to concrete plus the combination of specific cases. This paper is divided into three parts. In the first part of this thesis, the issue of equity inheritance is put forward through the case litigated by Liuming against D company of Gansu and briefly expound the causes,trials and the results.In the second part of this thesis, the legal analysis is introduced to analyzed three focuses in the case dispute. First of all, there is no objection among domestic scholars with regard to the limited liability company's successor inherits the deceased shareholder's capital contribution (equity interest in the property), however, the inherit shareholder's qualification how to success due to carrying on contribution, the disputes still exist. The representative views are used as theory basis to commentate on this issue, and make it very clearly that shareholder's qualification can be inherited. Secondly, Equity succession belongs to the internal affairs arrangement of the company; it should be mainly applied to arbitrary norms. In the premise that the shareholders are not contrary to imperative law, if the Articles of association has made special arrangements for equity succession, this special arrangements should be applied preferentially. Finally, the starting point of time for the legitimate successor to inherit shareholder's qualification is analyzed. The new Company Law has clearly stipulated that Shareholder's qualifications can be inherited.The third part is the consideration based on the case above. First of all, analyzed possible issues in equity inheritance and put forward solutions; second, some suggestions are raised with regard to how to further perfect equity inheritance of China's Limited liability Company.