The Discussion Of Legal Issues Of Inheriting The Shareholder's Right In Limited Liability Company

The issues of inheriting the shareholder's right of Limited Liability Company is a common concern in the theory and practice among all states Company Law.China's current "Company Law" in Article 76 the provisions of this, but which provided more general, difficult to operate in practice, and differences between the academic theory of the problem still existed. Under the analysis of inherited object and the nature of the shareholder's right, the paper used logical analysis, comparative analysis to research methods and theoretically analysis the shareholder's right as inherited object for eligibility from the shareholder's right as the special inherited object, at the same time, to introduct the provisions on inheriting the shareholder's right among all states, furtherly to elaborate the effectiveness of articles of association in the inheriting the shareholder's right of Limited Liability Company, and finally to raise a four-point deadlock proposed remedies on inheriting the shareholder's right of the Limited Liability Company.The text divided into the following four parts:The first part discussed the shareholder's right as the successor object was special. Which was controversy of the object about inheriting the shareholder's right and inheritance rights as the object of the shareholder's right to start arguments. We discussed the controversy of the object of inheriting the shareholder's right form "negative theory" and "say for sure". According to the legislation around the world and the trend of China's legislation, the author was in favor of "say for sure", and "negative theory" in the criticism, a detailed description of the former gradually as the mainstream view reasons. Then from the inheritance of the object, the nature of the shareholder's right and inheritance of the shareholder's right, three aspects to clarify that from the options outside to the inside inheriting the shareholder's right as object of inheritance was eligible.The second part mainly researched for the legislation from extra-territorial laws to China's current laws. On one hand, the author described two legal options on inheriting the shareholder's right of the Limited Liability Company from legislation to practices, and by the two legal systems on the comparative analysis of legislation, revealled that the foreign current laws existed three legislative models; on the other, through China's Company Law, Inheritance Law and other relevant laws on legislation of inheriting the shareholder's right, we concluded that the third model is the future trend of inheriting the shareholder's rightThe third part discussed that Articles of Association in inheriting the shareholder's right of the Limited Liability Company played an important role. Articles of Association was called the company's "mini constitution", and was the shareholders and the company's basis and performance. Articles of Association can limit heir to be the shareholders eligible to obtain, you can also limit exclusion and limit ways of inheriting the shareholder's right, at the same time, in order to protect the interests of the company, Articles of Association can restrict the division of inheriting the shareholder's right. Only a Limited Liability Company existed an Articles of Association, the company should develop healthy and orderly.The fourth part focused on how to save inheritance of the shareholder's right caused corporate deadlock. According to different reasons, we can take the company form of organization changes, the company dissolved, and the exercise of pre-emptive rights of other shareholders and other ways to resolve these quessions.