Study On Transfer Of Non-listed Shares In The Articles Of Association Limit

As the socialist market economy and market develop rapidly,The charter plays an irreplaceable role in the management and management of the company,Known as the company’s "constitution".But in practice,there are some conflicts between the company’s charter and corporate law.One of the more prominent questions is whether the articles of incorporation can limit the free transfer of shares.In addition to the promoters and the directors,supervisors,executives of the shares of the transfer has made some restrictions,only the provisions of the shares held by shareholders can be transferred according to law.Whether the regulations can limit the transfer of shares is not further detailed provisions,which also leads to the controversy in the theory and practice.In theory,one view that the principle of free transfer of shares can not be broken,the shares of the company’s restrictions on the transfer of shares is invalid;another point of view that should be allowed to share the company’s articles of association on the transfer of shares limit,different degrees of openness Of the joint-stock companies should be treated differently.In judicial practice,Judges often deal with some of the shares of the company’s equity transfer dispute cases,ignoring the reality of a large number of non-listed companies,the company’s specific types,features do not be broken down,that the articles of association to limit the transfer of shares,Because of the principle of free transfer of equity and invalid,this one-sided understanding of the free transfer of equity caused by the practice of the problem.In the continuous progress of society,some of the lagging legal provisions have been unable to meet the needs of the reality,to give more autonomy of the Constitution,not only conducive to maintaining the letter between the shareholders of the company’s obligations,but also to adapt to some non-listed The Personality Characteristics of Joint Stock Company.In order to meet the needs of maximizing the interests of the company and shareholders,we must give full play to the effectiveness of the articles of association and the legal system of the company by comparing the experience of the relevant legal system on the basis of the actual situation of China,To adjust the legislative activities and judicial referees of our country,and to better adapt to the development of the socialist market economy.This paper is divided into the following sections:The first part mainly deals with the basic understanding of the restricted share transfer system of the articles of association of non-listed companies.Including the meaning and characteristics of the unlisted shares of the company,the nature and effectiveness of the articles.The theoretical basis of restricting the transfer of shares is to maintain the company’s human nature and to avoid the abuse of power by "Director,Supervisor and Senior Manager".The essence of the problem lies in the conflict between the principle of free transfer of shares and the principle of autonomy.The second part introduces the existing contents of the system and the system of restricting the transfer of shares in the articles of association of non-listed companies in China.Firstly,it introduces the main laws and regulations in the field of equity transfer,and points out that the theoretical circles can restrict the differences between the equity transfer and the existing problems of the non-listed companies in the transfer of shares.The third part proves that the statute restricts the existence of the right of equity transfer.Compared with the characteristics of the limited company,the analysis of non-public joint-stock companies also have the characteristics of human and closed,while the statute restrictions on the free transfer of shares is consistent with the requirements of corporate law theory,but also respect the principle of corporate autonomy,Operation and the legitimate rights and interests of shareholders,but also in line with the global scope of the restrictions on the evolution of equity transfer system trends.Therefore,this part of the company should be allowed in the statute of the transfer of equity restrictions.In the fourth part,the author introduces the provisions on the restrictions on the transfer of shares in the Anglo-American law system and the civil law system,and draws lessons from the experience of relevant foreign legislation to revise and perfect the existing provisions of the Company Law of our country.The differences between the joint-stock companies,in the design of the rules to be treated differently,the maximum guarantee of shareholders and the interests of the company balance and balance.In the fifth part,the author introduces the provisions of the Anglo-American law system and the civil law system on the restriction of the transfer of shares in the articles of association of the joint stock company.Through the reference of the experience of relevant foreign legislation,the existing provisions of the Company Law of China are modified and perfected.Legislation to respect the non-listed joint-stock companies and ordinary shares of the existing differences between the rules in the design of the rules to be treated differently,the maximum guarantee of shareholders and the interests of the company balance and balance.The fifth part puts forward the suggestions for perfecting the share transfer system of the articles of association of the unlisted shares of our country.Specifically including the distinction between the type of equity transfer restrictions,clear restrictions on the content and clear the limits of the border.