The Possibility Of Share Transfer Restrictions In The Articles Of Association

Articles of Association is an indispensable process in the system of governance, is the company's "soul."Articles of Association in the position of corporate governance as the continuous development of social economy has become increasingly prominent, but the actual rules and regulations that occur during the conflict with the provisions of company law principles are emerging, how to resolve conflicts and articles of association limit the problem of identification is also a transfer of shares Many scholars to discuss current topics. Constitution limits the provisions of the equity transfer was first established in the Constitution unanimously approved by all shareholders, but with the Company Law "free transfer of shareholder equity, "the provisions of contradictions.Chinese judges on the articles of association currently limit the effectiveness of transfer of shares to decide cases based on some generalized, directly applicable to the Company Law Corporation of the shares on the free transfer of the general requirement, the depth is not the type of company specific cases and provides for the principle of Rules and principles applicable to the environment and the basic principles of company law differences.The free development of the economy has been changing, the birth of company law has its special political background of the times, a number of stiff provisions of the law have been incompatible with the judicial practice, breaking the law provides for the principle and developed more in line with the laws of modern society is the right path, giving More autonomy charter company is also closed the company co-author of the protection and maintenance of fiduciary duty to shareholders.The object of this paper describes a closed joint-stock companies, limited liability company not to discuss. Closed joint stock company characteristics to the people-based, fully respect the agreement between the shareholders, so a closed joint-stock companies and limited liability company exactly the same, the statute limits the equity transfer can refer to the limited liability company, the shareholders of the principles provided for free transfer of shares This will make the appropriate modifications.So now there's articles of association limit the effectiveness ofstock transfer questions to analyze specific issues, in the closedjoint-stock companies in the statute do not violate the basic principles of company law, the interests of shareholders and company-based, the statute limits and no absolute prohibition ontransfer of shares Justified.We want to fully learn a foreign judicial experience, give full play tothe company articles of association and the effectiveness of theirlegal system. Only through constant practice and the accumulation of the basic principles of the Articles of Association and company law, the timing of convergence will be faster and faster, the company maximize their own interests and national interests will be sustained and healthy development.This article summarizes the first chapter describes the current status of theory and practice of justice and produce errors in the three reasons.One is the judicial practice does not distinguish between types of companies, all of the shares of the Company Law company law company of the shares; the second is confusing provisions and basic principles in principle, both the effectiveness of different rank; third contempt Articles of Association in the status of corporate governance. In the second chapter of the First Chapter of the three reasons for restrictions on closed-end equity shares of the company articles of association analysis of the feasibility of the transfer,Closed stock company from the statute of limitations to see the possibility of transfer of shares, from the provisions and principles expounded the basic principles of constitution to see the legal basis for the transfer of restricted shares from the articles of association in a closed joint-stock companies look at Constitution limits the status Share transfer system of protection.This chapter from the national legislative proposals, corporate governance and judicial practice the angle of the three closed-end equity shares of the transfer of the articles of association limit the system improve, and give the judges to decide cases in a clear idea of the future.