Amendments Of The Articles Of Association Caused By The Transfer Of Equity Of Shareholders

The share transfer of shareholders has caused a great many disputes over theamendments of articles of association in companies. The present thesis will take one listedcompany as an example to discuss the problem of the amendments of the articles ofassociation caused by the transfer of equity of initial shareholders. Apart from the last part ofconclusion, the thesis consists of the following three parts:The first part is introduction, which displays the example case—whether the court shouldsupport the transferee shareholder’s appealing of forcing the company to amend its charter,since his stock condition cannot be recorded in the articles of the association due to therejection of shareholders meeting after obtaining his share from the initial shareholder. Tworesearch questions are raised by this case: the first one is how to deal with the transfereeshareholder’s appealing; the second one is whether the articles of the association should beamended, if so, how? Further analysis will be conducted to the rationality of this provision.The second part figures out how to deal with the transferee shareholder’s appealing.Firstly, the decision made by the shareholders meeting will be discussed according to theArticle22of Company Law, which proves that the decision make by the shareholdersmeeting of this case is legal and valid, and thus the court should reject the claim of theaccuser. Secondly, further proof of the rationality of the verdict will be demonstrated throughthe analysis of the irrationality of transferee’s claim of forcing the company to amend itscharter and recording his stock condition in the articles of the association.The third part discusses the other research question of this case—the amendments of therecoded item of initiator’s stock information in the articles of association after the transferringof the equity by the initial shareholders of the listed company. Some related suggestionsconcerning the irrational part of current legislations would be offered through the discussionof amending the articles of association caused by the change of initiator’s stock. Firstly,narrow the interpretation of recording the initial shareholder’s stock information in Article81of Company Law, and restrict it to a publication of initial shareholder’s stock information during the foundation of the company. Secondly, simplify the procedure of the amending ofarticles of association under the circumstance of “amendment of article of association causedby change of factual event” in the articles of associations.