On The Inheritance Of Shareholder's Rights In The Limited Liability Company

May the heir inherit shareholder's rights when a shareholder in a limited liability company dies? What rules should be abided by if the heir inherits deceased shareholder's rights? To answer these two questions, this article has made an intensive study from theories, legislations, practices and other aspects, and formed an elementary academic and institutional system of the inheritance of shareholder's rights in the limited liability company.It is suggested that the deceased shareholder's rights in the limited liability company can be inherited by the heir. In the author's opinion, the inheritance of shareholder's rights is essentially a transmission of shareholder's rights, with the characteristics of independence, integration and autonomy. Granting the inheritance of shareholder's rights and taking personal combination in the limited liability company into account, legislations of many countries and regions permit the company to make special provisions by articles of association; therefore, the company can exclude the inheritance of shareholder's rights. Chinese Company Law also adopts this legislative pattern. This article concretely analyzes several issues on the inheritance of shareholder's rights and the exclusion of inheritance.The inheritance of shareholder's rights in the limited liability company is a complex issue which both relates to the protection of rights and interests of deceased shareholders and their heirs and the maintenance of personal combination in the limited liability company. Basing on article 76 of Company Law of P.R.C. and relying on articles of association, the company and its shareholders should make arrangements for the inheritance of shareholder's rights in advance, in order to balance various interests farthest and promote the smooth and steady development of company and the progress of economy.