Determination Of The Validity Of The Articles Of Association Of A Limited Liability Company Regarding Equity Transfe

Article 71(4) of the Company Law gives the limited liability company the right to restrict the transfer of equity through the articles of association,reflecting the legislative purpose of respecting the autonomy of the company.However,the articles of association restrict the transfer of equity involves multiple value conflicts,and the legislative provisions are too general and vague,and the lack of supporting judicial interpretation of the content of the provisions to clarify,for all these reasons,Article 71,paragraph 4 of the Company Law in the application of the articles of association restrict the transfer of equity provisions of the validity of the dilemma.For one thing,in the judicial practice where disputes over the transfer of equity interests are frequent,the courts are more controversial in determining the validity of the articles,and the phenomenon of "different judgments in the same case" and "different judgments in the same case" is prominent;for another,the scales of interests are too much in favour of human nature,which leads to the judiciary’s over-inclusive attitude towards the validity of the articles.Thirdly,the path of determining the validity of the articles of association is confusing,and the binary path of determining the validity determined by the guiding cases is contrary to the reality,and it is difficult to use the "law".In this case,the construction of a system for determining the validity of a company’s articles of association restricting the transfer of equity has theoretical and practical significance.First of all,this article discards the individual law path of the argument of contractual relationship of the charter and proposes the resolution attribute of the charter,and judges the validity of the procedure of the charter restricting the transfer of equity and the validity of its content respectively based on the group law path.As for the content of the articles of association,in order to solve the problem of shareholder suppression caused by the majority rule and when the articles of association are too complex to be judged by legality alone,the US standard of reasonableness must be introduced on top of the legality standard.Secondly,under the group law approach to the determination of the validity of statutes,a system of validity determination based on the legality standard and supplemented by the reasonableness standard is constructed to analyse the validity of the common limitation clauses on equity transfer in practice.Finally,in view of the gaps and deficiencies in the rules on the validity of articles of association for the transfer of equity,it is proposed that the legal system should be improved;the function of judicial interpretation should be brought into play to clarify the purpose of Article 71 of the Company Law,and in order to enhance the applicability of the reasonableness criterion,the judiciary should refine the factors to be taken into account in the trial process in respect of the reasonableness criterion.