The Studies On Inheriting The Stock Rights Of A Limited Liability Company

The inheritance of shareholder's rights in the limited liability company can be described as thorns everywhere. The disputes are not rare between the heir(s) and the company in judicial practice. Article 76 of China Corporation Law confirmes that the shareholder'qualification is hereditable. This article, however, is more like an abstract declaration, but not an applicable rule. It is too general and crude, lack of specific supporting rules. In addition, there is controversy in the content. The author explores the problems of succession and put forward the proposals combining some specific cases.This paper includes five chapters:The first chapter introduces the case which reviewed in the paper, summarizes the equity problems of the succession in the case, and determines the direction for below.The second chapter discusses the basic theory of inheritance of shareholder's rights to make clear the nature of equity. The author agrees that equity is a new independent civil rights, the essence of which is still the property. In this section, the author further analyzes the inheritable of equity. The aspects of non-property right are not the obstacle for the equity to be inherited. The exercise of its non-property rights is designed to achieve their property rights. The property rights are not guaranteed without exercising not-property rights which include the decision-making power on major issues, access rights, litigation and oversight powers, etc. As one kind of private rights, equity is a property right to the core. In essence, equity is property right which can be inherited.Chapter three interprets article 76 of the"Corporation law", affirmed its legal value and the deficiencies which are crude and general, lack of specific supporting rules and not conducive to the implementation of rights and obligations.The fourth chapter focuses on the case which was reviewed in the beginning, summes up the four problems of the case, analyzes and expands the discussion one by one, and finally proposes the solutions.Chapter five, from point of views of promoting the stability and development of the company, and of avoiding succession disputes, combines with existing equity inherited legal system, puts forward suggestions of improving the institutional regulations of limited liability company. Also, it proposes that to strengthen the inter governance system, and lay down explicitly, concrete, feasible rules to shareholder's qualifications inherit matter in the articles of incorporation can enable private behavior between shareholders out of company's management or survival. Furthermore, the author believes it is necessary to improve corporate governance and the comprehensive use of legal methods would be helpful to resolve the contradictions between the old and new shareholders, and promote the harmonious development of the company. It is extremely important for family enterprises to arrange the equity inherit matters soundly according to their ownership structure.