Research On The Effect Of Restriction On Equity Transfer In The Articles Of A Limited Liability Company

With the development of economy and the gradual increase of investment,when the original investment partnership is broken,there are often many disputes among shareholders around the equity,especially disputed caused by shareholder with drawing from the company through the transfer of equity.In terms of shareholder exit the companionway,in practice of limited liability company articles of association with the company law of the people Republican of china in section 4 of article seventy-one of the connection weight of rules limit equity transfer or forced equity transfer,but the “otherwise stipulated in the company article of association” the extent to which can be made differ from the “company law” the regulation?what effect do the provisions have?to this,theoretically and judicatory on dispute quite much.At present,only article71(4)of the company law of the people Republican of china has made provisions on this issue.however,this provision is too general,leading to widely divergent judicial judgments in practice and damaging judicial credibility.this paper takes the legality of the article of association of a limited liability company as the research object,and puts forward the basic way to determine the effectiveness of such terms of limitation,so as to provide the thing for the people court in the judicial judgment.This paper focuses on the nature of the company law,the nature of the articles of association,the validity of the articles of association of limited liability companies and other basic issues.First of all,the first chapter of this paper co.,LTD.The articles of association of the equity transfer of limited effectiveness theory and legislation review first,analyzed the existing restrictions on the articles of association in theory and legislation of effectiveness under the terms of transfer and the existing problems,to clarify the cause of the current legislative provisions are too general is between shareholder autonomy and equality of shareholders in the company law,hesitation,the regulation of the company law and the contradiction between the "contract law",advocating freedom of contract.The second chapter,combining the existing judicial referee to analyze the effectiveness of the restrictions,to clarify the limits to the articles of association of the company decided in the judicial practice on several problems existing in the determination and valid and invalid,analysis the cause of the problem is that the main body on the internal and external a transfer line is unknown,the content of the repurchase by low acceptability to the demonstration of the effectiveness,the other shareholders right of first refusal is weakening,etc.Finally,in chapter three,the author puts forward some Suggestions on how to perfect the restriction effect of equity transfer in the articles of association of limited liability companies from the perspectives of balancing the autonomy and equality of shareholders,clarifying the boundary between internal transfer and external transfer,and guaranteeing the preemptive right of shareholders.The possible innovation of this paper lies in: starting from a large number of judicial judgments,combining with existing theories and theories,this paper analyzes the causes of judicial judgments’ widely divergent recognition of the effectiveness of the articles of limitation of the company’s articles of association,and puts forward corresponding countermeasures,which have strong practicality and guidance.The deficiencies of this paper lie in: there may be deficiencies in the theoretical basis;The judicial judgment is rich and colorful,the case collected in this paper is few,may appear in the case of centralization;Due to the lower level of trial court,some cases collected may have low reference value.