Legal Problems Researching Of The Inheritance Of Shareholder's Rights In Limited Liability Company

The article researched the legal problems of the inheritance of shareholder's rights in limited liability company. By the way of researching cases, theory analysis, legislations studying, comparative reviewing, and also try to use the theory of the rights of conflict, the article deeply analyzed and explained the rights conflictions in passed-away shareholder, successors, company and existing shareholders. By this way, the author tried to give an improving modification of the existing system of shareholder's rights inheriting in limited liability company, and promote limited liability company to be better run down and exist.The first chapter brings the question in the form of a case. The largest shareholder of a limited liability company died. His successor asked to inherit the shareholding of the company, and request the company to change the registration of shareholding. The company rejected their request, so the successor sued to the court. The court taking the 76th article in the corporation law of china as a gist, judged that the successor heir to shareholders of the company, and also the company should change the registration of shareholding for the successors. This result protected the inheriting rights and the nature of capital. Actually, because of the ignorization of shareholder's rights inheriting in limited liability company, successors who isn't welcomed go into the company for the enforcement of law. In that way, the confidence and good cooperation relationship among shareholders which is an important factor to limited liability company will be undennined. Therefore, we need to rethink the system of the existing inheritance of shareholder's rights in limited liability company.The second chapter analyses the basic theories of the inheritance of shareholder's rights. First, shareholder's qualification and equity begins at the same time. Inheriting the shareholder's qualification is inheriting equity. In order to prevent the misunderstanding and argument of that shareholder's qualification is the same to other rights besides property rights in equity. Second, in the theory of succession law, the objects of inheritance are properties or property rights, and exclude the other rights beside property rights. In our legislation, there's no specification that equity is included in the object of inheritance. Equity is a new right accompanying with modern corporate system. It is an independent civil rights which is different from traditional rights. Equity is as set comprehensive rights of property rights and other rights beside property rights.The third chapter is the legislation research of the inheriting shareholder's rights in limited liability company. In limited liability company, equity acts more like other rights beside property rights. This is because shareholders have reasonable expectation to participate in the affairs of administration and to obtain labor remuneration by manage the company. In holding ltd., shareholders have the right to vote by feet, so equity is something more like to property rights. But the other rights beside property rights of equity in limited liability company does not appear to be attached to a shareholder itself, but based on the shareholder's status which is different from the rights in partnership. Equity of limited liability company is transferable and inheritable in nature. The nature of human joining limits changes of shareholders to protect the stable relationship among shareholders. The final analysis the confliction of rights in the inheritance of shareholder's rights in limited liability company including the successive rights and the rights that old shareholders expect to maintain a stable relationship. The theory of confliction of rights says law shall configure rights to maximize the output when rights conflict. If we support the request of old shareholders, we can achieve the maximization of company's benefits which will also maximize output of the whole society.Chapter IV of this article is the analyses and recommendations of legislation in this area. This part set forth legislations of inheritance of shareholder's rights in limited liability company in foreign areas and expounded scholars'opinions and the 76th article of the existing corporation law in our country. On this basis, the author brought out the legislative proposal. In addition, this article specially research the function of company regulations in inheritance of shareholder's rights in limited liability company. This part analyzed the relationship between the regulations and the company law, and also carried out the effectiveness when the regulations banned to inherit shareholder's rights.