Research On The Legal Effect Of Limited Liability Companys Articles Of Association Restricting Equity Transfer

Company law is the most closely related to the development of market economy.Different practical needs determine the emergence of different systems in the company law,and behind the systems are the different value orientations contained in the company law.With the implementation of the civil code and the interpretation of the company law,the status of the articles of association in corporate governance has been further promoted.The structure of this paper is as follows: The first chapter is introduced from Guiding Case No.96,sorting out a large number of similar cases,summing up the views of judicial adjudication,and finding that there are many controversies in practice,and the judicial practice is confused about the status quo of determining the effectiveness of the articles of association restricting equity transfer.There are two dilemmas: the legal nature of the restriction of equity transfer by articles of association is controversial,and the effectiveness of the restriction of equity transfer by articles of association lacks specific standards.This is because the fundamental problem in theory has not been solved.The second chapter makes theoretical analysis on the legal nature and legal effect of restricting equity transfer by articles of association.The contract behavior belongs to the field of civil law,which requires the parties to express the same intention,and the resolution behavior belongs to the field of organic law,and the resolution defect is usually manifested as procedural defect.According to the company contract theory,the initial articles of association can be regarded as a contract act,while the amendment of articles of association is a resolution act,which is different in legal nature.The existing legal disputes are mainly from the company law.