Constitutional Freedom And Restriction On The Internal Transfer Of Ownership Of Limited Liability Company

There are many disputes over the restrictions on the share transfer of limited liabilitycompanies in theory and in practice. This article elaborates the freedom and restrictions in thearticles of incorporation on the internal equity transfer in limited liability companies, based onthe case, the national condition in our country and the legislation of the other countries andregions in the world. This article also make proposals to improve the system from theperspective of Company Law, the freedom of the articles of incorporation and the companyautonomy.The first part describes the case. In this part, the contention of the case was to putforward the issues to be discussed. These issues are the freedom and restrictions in the articlesof incorporation, the identification of the validity of the internal equity transfer whichbreaches the articles of incorporation and how to guarantee the legitimacy and rationality ofthe articles of incorporation.The second part focuses on the elaboration of internal equity transfer system. At first, theauthor listed the relevant provisions of the company law of our country and the legislation ofthe other countries and regions in the world, then find the problems in our commercial lawfield though the comparison of the laws and regulations above, such as the ubiquitousformalization of the articles of incorporation and the lack of consciousness of companyautonomy. And finally reach the argument of this article-the necessary legal regulation andthe freedom of the articles of incorporation has the same importance. The second, the authorelaborated the freedom and the restrictions of the articles of incorporation, and come up withthe conclusion-the provisions of the articles of incorporation shall not obey the mandatoryprovision from the perspective of the nature of the articles of incorporation, the relationshipbetween the company law and the articles of incorporation and the shareholders oppression.The last, the author analyses the validity of the internal equity transfer which breaches thearticles of incorporation on the basis of whether the content of the articles of incorporationcomply with the basic conditions prescribed by the law, it would be invalid if it breaches thelaw, and if it is legal, the shareholders should of course obey the provisions, any act of equitytransfer which breaches the articles of incorporation can be flawed.The third part is giving advices to the perfection of the system. The author made her proposal in three aspects-the advice on the legislation, the best way to handle the relationshipof the freedom of articles of incorporation and the restrictions imposed by law and to avoidthe shareholders oppression.The last part is the conclusion, the author summarized the full text of the content.