| This thesis focuses on the issue of inheritance of shares in the limited liability company in China. I think what the heir to inherit after the death of a natural person shareholder, are the shares of the company belong to the late former shareholder. On this basis, I question the provision of Article 75 of the existing "Company Law". I consider that share inheritance and acquiring the shareholder qualification are two different aspects of the legal relationship of inheritance, and research share inheritance as well as other relational legal issues around this point. Apart from the introduction and the conclusion, the rest of the thesis is divided into five parts:The first part discusses the rationality of the concept of share in limited liability company. Drawing the nature of share through analyzing the formation of it, that share is quasi-personalty. Then analyzes the relevant provisions of share, equity and shareholder qualification in limited liability company in Company Law and other laws. On this basis, proposing the concept of shares in limited liability company.The second part mainly demonstrates the eligibility of share as the object of inheritance. Positively demonstrate from the nature of share and the object of right, negatively argument from shareholder qualification and equity can not be the object of inheritance. Obtaining the conclusion that after the death of a natural person shareholder, only share can be the object of inheritance, rather than shareholder qualification and equity.The third part legislatively analysis the Article 75 of the "Company Law" Elaborating from the legislative intent, advancing of judicial practice and the test when facing the practice. Then made the following recommendations to perfect the relational issues of share inheritance in our Company Law:First, re-select the object 3f inheritance; Second, establish the principle that share should be inherited freely; Third, consummate the legislation on acquiring shareholder qualification.The fourth part discusses how to protect the rights of the heirs. Because the legislation in our company law is not blameless on the issue of share inheritance, resulting the legitimate rights of heirs been violated frequently in real life, so we must protect the rights of heirs. And discoursing on three respects:protect the right to inherit shares freely, protect the right to choose, and protect heirs to obtain the shareholder qualification.The fifth part discourse the practical issues can be involved in the share inheritance contacting judicial practice. Consists of the following three parts:First, when the heir is non full civil capacity person, whether he can inherit the shares and become the shareholder of the company; Second, under the circumstance of no person to inherit, how to deal with the shares belong the deceased shareholder; Third, when there are several heirs, how to exercise the equity,and whether can break up the shares; and the problem that the number of shareholders exceeds the upper limit in limited liability company. |
