The Boundaries Of Autonomy Of Articles About Equity Transfer In The Limited Liability Company

According to current company law, the limited company’s articles about equity transfer have certain autonomy. However, the company law doesn’t express the boundaries of the limited company’s articles about equity transfer.In practice, the limited liability company’s articles about equity transfer are varied and their effects are also different. Therefore, it is necessary to research out the autonomy boundary of the limited liability company’s articles about equity transfer.This article will take the scope of the limited liability company’s articles about equity transfer as the key consideration. First, On the basis of collecting a large number of cases, the limited liability company’s articles about equity are divided into three categories: the clauses of prohibiting equity transfer, the clauses of forcing equity transfer, the clauses that the equity transfer must be permitted by the shareholders’ committee or the board of directors. Then, analyzing the effects of the various terms and summing up the judicial standards. For the purpose of stabilizing the structure of the limited liability, the directors, supervisors and the senior management personnel can’t transfer equity in a certain period. As a special property right, equity has certain liquidity. The quicker it circulates, the higher economic value it has. At the same time, the right of transferring equity can’t be deprived. Because it is the main way for shareholders to leave company. Because the limited liability company also has the reasonable expectations, the company’s articles can force employees to transfer equity before they leave company. But that equity only can be transferred to the shareholders of that company at the reasonable price. In our country, the shareholder’s committee and the board of directors in the limited liability company have the power prescribed in the company’s articles and company law. So, the shareholder’s committee and the board of directors can decide the equity transfer. If they don’t permit that equity to transfer, the company must ensure that the shareholders have other ways to transfer equity. Finally, finding out the autonomy standards of the limited liability company’s articles about equity transfer. The articles about equity transfer can’t violate the mandatory provisions of laws and ban on equity transfer totally. Then, it must be reasonable and the shareholder knows or should know these provisions.