Research On Equity Succession Of Limited Liability Corporation

The limited liability corporation is an important form in modern corporation law and the succession of equity in limited liability corporation is a very important subject.The existing Corporation Law expressly stipulates equity transfer based on civil legal acts but it fails to give an equally express on succession of equity which based on factual behavior.The nature of equity is different from general property right;meanwhile,based on affinity nature of limited liability corporation,equity shows unique characteristics during the succession process.The process of equity succession involves the balance of interests among the corporation,the shareholders and the successor,which has important implications on the limited liability corporation.There are flaws in the 76th provision of the Corporation Law,which is too abstract and unfeasible,thus bringing difficulties to the research of the problem and legal practice as well.This paper starts with the concept of equity in limited liability corporation,and then analyses the exact character of equity which is the object of succession.Thereafter,this paper discusses relationship between the nature of limited corporation and equity succession,analyses problems which might be encountered in the succession process, and compares the overseas law and ours on the issue of equity succession.Finally,after making an analysis of the defects of 76th provision of the Corporation Law,author adovocate some institution conception for the design of equity succession.In order to protect the interests of corporation, shareholders and successors,author suggest to improve the equity succession issues from the perspective of corporation charter.In terms of legislative construction,on the one hand,according to the principles of Inheritance Law and Corporation Law,author advises the legislature to make provisions which authorise the charter to regulate the issue of equity succession,on the other hand, in order to protect the affinity nature of limited liability corporation,author suggest to transfer the equity's property value to its successor,thus establishing a combination model of self-government by charter and equity transfer;it is also advised to improve procedural provisions of shareholder qualification's obtainment through legislation.