Legal Research On The Limitation Of Equity Transfer By The Articles Of Association Of Limited Liability Company

This article begins with case as the key point,this paper puts forward the limited liability company's articles of association for equity transfer limits of the two controversial focus: the first one is whether the company's articles of association of a limited liability company share transfer restrictions,the human joining of limited liability company and summarizes the company's articles of association of the autonomy,it is concluded that the company's articles of association can restrictions on equity transfer,but must be in a certain scope and limits.Second one is the company's articles of association of the equity transfer restrictions on the terms of the existence of the difference of the effect on the disputes theory regarding the validity of the clause and practice tend to be more specific terms for effectiveness analysis,and need to be a limited liability company combining its own characteristics.The author believes that limited liability company for equity transfer of restrictive terms not fundamentally equity can't transfer,if a limited liability company to shareholders forced transfer of equity,it must be on the premise of shareholders voluntary and get the reasonable price.It is the key to perfect the constitution of the company to define the rules of the company.The core of introducing the principle of justice and equity of shareholders is to protect the rights and interests of shareholders and companies.In addition,the core of the equity transfer of the limited liability company lies in the determination of the transfer mechanism.Practice that determine limits the validity of the terms of the equity transfer,is the need to distinguish between whether there exists the closer relationship between the shareholders and the company,if there is a strong between shareholders and equity of the accessory and dependencies,the limited liability company set compulsory equity transfer clause shall be deemed to be valid.Of course,as for the border of the company's articles of association,the most important thing is to make shareholders to quit the company freely,which not only take into account the details of the relevant procedure improvement,also including the assignor selected for shareholders,and the introduction of the third party intermediary institutions under both sides talks things over to ensure the rationality of the equity transfer price.In addition,in ensuring that shareholders can effectively out of the situation,companies need to the corresponding review of articles of association,and the core of the review is not only in terms of system for detail review,legal and effective,and to ensure that the program price follow the market rules or agreed by the parties,more important is the protection of the rights of shareholders and company,especially in the case of the damage the interests of minority shareholders,can give the more benefits at the system level.