Co., Ltd. Legal Issues Succession Of Stock

The question of inheritance of limited companies is always disputed in the theory and practice of company law. The 76th article of our country's Company Law which was amended in 2005 firstly stipulates that:after the death of the shareholder, its legitimate heir may inherit the shareholder's qualification, unless there is provided otherwise in the articles of the association. The article ended the discussion of whether the shareholder's qualification can be inherited. Although the current Company Law of our country has identified the principle that the shareholder's qualification can be inherited, the legislation is relatively rough, without further consideration of details and related procedures. For protecting the rights of heirs and ensuring the successful completion of inheritance of shareholder's qualification, this paper uses the research methods of empiricism, comparisons and other method, to analyze the problems in the process of inheritance of shareholder's qualification, and tries to put forward the solutions to the problems.This paper, in addition to the introduction, consists of three parts.The first part is the analysis of the provisions of equity inheritance.It was not found the legislative recognition of inheritance of the shareholders'qualification and was not clear of current Legislation of equity inheritance until 2005, by studying the legislative history of equity inheritance. At the same time, learning from foreign legislation about equity inheritance and contrasting with the provisions of our country, we can put forward the following problems, including:Firstly, the relationship between shareholders'qualification and equity is not clear. Article 76 of the existing Company Law is the inheritance of shareholders'qualification using words, not equity inheritance of words, then does not answer the question of whether equity can be inherited and what are the differences and connections of shareholders' qualification and equity inheritance. Secondly, the current law lacks the provisions of whether heirs can give up shareholders'qualification and require seeking the corresponding property, which equity represents. Thirdly, it is lack of the provisions of the relationship between the inheritance of shareholders'qualification and company's morphological change. Fourthly, it does not solve the problem of the time of the shareholders'qualifications obtained by inheritance.Fifthly, it does not solve the problem of the special subject inheriting shareholders'qualifications and the inheritance of special equity. Special subject mainly refers to the fetus, a person with no or limited capacity for civil conduct. Special equity primarily include the equity of the false shareholders, the shareholders in name only, anonymous shareholders, dry shareholders, business license revoked of the companies.The second part is the basic theory of equity inheritance of limited company. From analysis of the concept of equity and shareholder's qualifications to determine the nature of equity and limited company, basing on which this part studies the relationship of the suitability of inheritance, co-author and inheritance of equity. This paper holds the opinion that with the nature of property ownership and transferring, the equity can be the object of inheritance. The degree of human-together feature o f the limited company is not deep enough to keep equity from being the object of inheritance, thus the equity can be inherited.The third part is practical problems of the equity inheritance of limited company. To the provisions of article 76 of Companies Law, this part summarizes the three major categories of issues resolved:Firstly, articles of association have not agreed the provisions of equity inheritance. Secondly, articles of association expressly agreed in the provisions of equity inheritance. Thirdly, legatee obtains shareholders' qualification. In the analysis of three categories under the premise of the question, this part also analyzes and solves four specific problems:The first problem is the special subject inheriting equity, which includes three special subjects of the fetus, no civil capacity or with limited capacity for civil conduct. The second problem is inheritance of special equity, which comprises the equity of the false shareholders, the shareholders in name only, anonymous shareholders, dry shareholders, business license revoked of the companies. The third problem is one person companies with limited liability produced by equity inheritance. The fourth problem is the equity of no heir. In the end, the paper puts forward the solutions to the procedure of inheritance of equity and the dead lock caused by inheritance.