The Research Of Inheritance Of Limited Liability Company Shares

Inheritance of limited liability company shares is one of the most important issue in company law. Inheritance of shares is different from the property inheritance regulated in inheritance law, which involve interest coordination of many parties. There are many theory dispute about share inheritance because of nature of share and harmony between shareholders of limited liability, and it is related to the legislation imperfection about share inheritance of limited liability company. Limited liability company have nature of harmony between shareholders and capitals. Shares have the nature of procedural rights and beneficial rights, and the nature of property and non-property. These will not be the barrier to shares become the object of inheritance. Shares are suit to be the object of inheritance.According to the legal principle, the processes of share inheritance based on the autonomy of will of the shareholders, and embody respect for the autonomy of will of the death shareholders. Because of the nature of harmony between shareholders and capitals, there shall be strict process for parties, who are not shareholders to get the qualification of shareholders by share assignment or inheritance, other or, they can not get the qualification of shareholders. But it is unrealistic to all shareholders approve under the situation of a shareholder die. Meanwhile, for other shareholders, they may decide the people not shareholders get the qualification or not. It completely embodies the autonomy of will of the Business subjects. The problem is inheritance of share is different from general share assignment. Meanwhile, the inheritor as a independent have the right of selection. There are subtle interest relationships. Based on the autonomy of will, new company law entrust shareholders the rights to stipulated in article of association and agreement between shareholders. But there are many questions that the article 76 of company law do not give the answers, for example, how shares be inherit, what limit inheritance of share, how to inherit the share of death shareholders in company practice.According to the present legislative condition on the heritage equity inheritance issue in the limited company and the different opinions about it among Chinese scholars, the writer analyzes and researches it and makes some suggestions on the equity inheritance issues in Chinese corporation law.The dissertation is divided into 4 chapters. Chapter I mainly introduce the theory basis of the heritability of equity. It first draws the conclusion that the nature of equity has effect on the heritability of equity from different opinions on the nature of equity. Secondly, it analyzes the resections of the personal nature of limited company on the equity inheritance. When equity is treated as legacy, it is different from the common property.Then it analyzes relevant systems, value orientations of corporation law for instance, that restrict the equity inheritance of limited company. Chapter II mainly discusses the conflict between constitutive requirements of inheritance law and equity inheritance constitutive requirements in corporation law by analyzing subject and object. Chapter III introduces relevant legal systems in foreign countries including UK, America, France, Germany .etc., then it concludes the influences and hints on China's relevant legislation. Chapter IV lists the defects in the 76th provision of Corporation Law of China, it advices to revise the provision by setting the resolution mechanism of the change of numbers of the subjects in equity inheritance, confirmation of return from investment made by equity, and designing the system of China's equity inheritance in limited company.