Research On Adjudication Rules Of The Limitation About The Articles Of Charter On Equity Transfer Of Limited Liability Company

The company charter is an important tool for equity transfer restrictions.Article 71,paragraph 4 of the Company Law of the People’s Republic of China gives the company’s articles of association greater autonomy over the transfer of equity.However,the company’s articles of association are not absolute autonomy,and equity transfer is not absolute freedom.In order to adapt to the characteristics of the company’s humanity,the company law authorizes the company’s articles of association to impose restrictions on equity transfer.The existence of these restrictive regulations shows that among the forms of limited companies,the majority of shareholders agree that they can limit the rights of a few individuals and make a trade-off between the value of freedom and efficiency.In the judicial practice,the degree of equity transfer by the company as the main body of commercial affairs is quite different,which leads to the disputes of the company’s articles of association restricting the transfer of equity,and there are different referees in similar cases.This article uses the company’s articles of association to restrict the validity of the equity transfer clause as the “main line”,and expands the “specific aspects” of the equity transfer around the charter to explore the rules of the court in China.The structure of this paper is the introduction and the four chapters of the text.The introduction includes the presentation of the problem,the value and significance of the research,literature review,research methods,major innovations and deficiencies.Chapter one:The company’s articles of association limits the theory and practice of equity transfer.Starting from the legitimacy of the regulation restricting equity transfer,it leads to theoretical controversy.Starting from Article 71,Section 4 of the Company Law,we will prepare for further typeration by studying the attitudes of the courts at all levels on the restrictions on the equity transfer disputes of the company’s articles of association,the latest referee trends and reasons.Chapter two: The company’s articles of association limit the effectiveness of equity transfer.The types of restrictions on equity restrictions on equity transfer are divided into three categories.One is that the articles of association impose the effect of the shareholder’s transfer of equity;the second is that the articles of association prohibit the effect of the equity transfer clause,and the third is the amendment of the articles of the charter to limit the effect of the equity transfer.The disputes over these three types are analyzed from the perspective of academics and judicial decisions.The academic circles have affirmed that these three kinds of controversies have played a game of mutual judgment and are fully reflected in the judicial judgment.Chapter three : A comparative analysis of the restrictions on equity transfer in the company’s articles of association.By studying the relevant systems for restricting equity transfer in the United States,Germany,Japan,and Taiwan,the study of the reasons and examination criteria for the referee cases in the United States to restrict the transfer of equity,and thus the types of equity transfer restricted by the Articles of Association of China Comparison.The "reasonability review standard" in the United States belongs to the case review standard,and the "purpose review standard" as a supplement to the former,as well as procedural requirements review,etc.,has implications for the restrictions on equity transfer in the articles of the court of China.Chapter four: The structure of the rules of the company that restricts the transfer of equity.Determine the company’s articles of association to limit the boundaries of equity transfer,and structure the rules of the company to restrict the transfer of equity.In view of the complexity of the articles of association restricting the equity transfer clause in practice,it is concluded that on the basis of following certain rules of the referee,the conclusion that the articles restricting the transfer of equity should be analyzed on a case-by-case basis.Finally,five categories of referee rules that can be used as guidelines are abstracted.The content of the equity restriction clauses should be clear;the absolute prohibition of the equity restriction clauses should have a certain period of time;the mandatory equity transfer clauses should be pre-set;under the articles of association,the shareholders still have exit channels.In the amendment of the articles of association to restrict the transfer of shares,the rights of dissident shareholders shall be guaranteed in the articles of association,so that they have the right to withdraw from the company.Regarding the share repurchase of dissident shareholders,the reasonable price of repurchase,and the way in which the price is determined,they put forward their own views and believe that they can apply to the court for evaluation through a qualified intermediary to balance the conflict between company rights and shareholders’ rights.